The Deadliest Spider
by Danny vs A Month
Summary: My name's Ben Dover, and yes, I know my name's a stupid innuendo. I was bitten by a spider, gained the ability to control ice, had a crisis of identity, and got dragged into a war against snot monsters from another dimension. I killed the leader of the snot monsters, I'm dating the snot monster queen, and now I'm a hero. And that's the end of the story...or so I thought.
1. Chapter 1

I do not own Spiderman or any of the characters.

* * *

Leak

I sigh as I feel the sun on my skin, letting the sound of the waves lapping at the shore lull me into a sort of half-sleep, the sound only broken by the occasional seagull. I'm glad I was able to take this vacation. It's been a hard few months recently. I've been trying to write more in what little free time I have, juggling school and my job at the same time. Except, it's been busy at work because for some ungodly reason the teachers all decided to double down on homework and tests in the months leading up to finals, as thought that wasn't stressful enough. on the work side, supervillains seem to be coming out of the woodwork. Scorpion, a new Prowler, Vulture, Doctor Octavius, Kingpin, Rhino, Mr. Negative, and a long list of others, both old and new. Needless to say, Miles, Lexi, and I have been extremely busy. However, there _is_ good news. Firstly, my second book, a continuation of my first book, which I've decided to make a trilogy, was a huge success, even more so than my first, so I won't have to worry about buying anything for a while. Second is that it's Summer Break, so there's no school, opening up plenty of free time for me to finish the third part.

"So what are your books about?" Lexi asks, rolling on top of me and blocking my sun, not that I will ever complain about having her on top of me.

"Zombies," I say. "The first one's about the main character finding out that he's actually not the last man on earth, although there's only about ten total survivors in the story. The second one is about the main character looking for his girlfriend who died in the end of the first one, but who I decided to have actually survive, and he ends up finding her at the end. The third one is going to be about them trying to cure the entire planet's zombie virus."

"How?" Lexi asks.

"You'll have to read it," I say.

"Nnoo!" Lexi groans. "I don't wanna read it! I want you to tell me!"

"Well I'm not going to," I say. "No spoilers."

"But you just spoiled like two thirds of it for me," she points out.

"No, I told you what you've already read online," I say. "I didn't tell you any of the bullshit the main character has to go through in any of the books."

"Is it dirty?" she asks, grinning seductively.

"Maybe," I grin, hands sliding slowly up her legs. "What if it is?"

She grins and leans down, capturing my lips. I sigh, kissing her back, only to pull back as someone off to the side clears their throat. We both look over at Miles and Gwen, Gwen currently wearing a white bikini and having Miles massage sun screen to her back for her.

"Seriously, are you two able to go more than twenty minutes without shoving your tongues down each other's throat?" Miles asks.

"You're just jealous because Gwen won't kiss you in public," I shrug.

"That's not true!" Miles argues.

"Miles, calm down," Gwen says. "He's joking. He's just grumpy because he hasn't gotten laid in too long."

"That's about the furthest thing from true I've heard since the last time someone said Cletus Kasady was a good person," I snort.

"I seriously don't want to hear about you two's sex life," Miles says.

"I think it's Miles who's grumpy from not getting any," Lexi smirks, rolling over to lay beside me again. "How long have you been away Gwen? Three...four months? Must be torture."

"Well not all of us can live with our girlfriends," Miles says. "Some of us aren't that lucky."

"And some of us..." I trail off, my brow furrowing as a high-pitched whine reaches my ears.

Gwen and Lexi both sit up, all of us looking around.

"What is that?" Gwen asks. "Some kind of jet?"

"No," I say. "It's too small."

"How do you know?" Miles asks.

"It's too low of a sound," I say. "Bigger engines sound higher."

We all look up just as something comes into view from the city's skyline. It's shaped weird, though. It's got wings on the bottom, then something sticking up from them, almost like someone's riding on a large drone.

"What is that?" I ask as we stare at it.

"It's...a person," Lexi says, squinting. "He's got this...bat glider thing. And he's green. with a purple...one of those one-piece things dancers wear."

"A leotard?" I blink. "Who the fuck is it?"

Just then, the shape twisted, hurling something.

"Is that...it's a...pumpkin?" Lexi blinks, cocking her head to the side.

I stare at the object as it falls toward us. Sure enough, it's a pumpkin. It a metal one about the size of a softball, but it's definitely shaped into a jack o lantern. Suddenly, the eyes and mouth flash a bright green and I drop, slamming my hands into the ground, a dome of ice forming over us just in time to block the pumpkin. Then, an explosion shakes the ground, cracks spiderwebbing across my ice dome from the impact point.

"Lexi, let's go," I say.

Lexi envelops me instantly forming a white spider suit before we hold out hands out, palms out to either side and hands inverted, then spread them, the ice dome splitting down the middle and opening, crumbling once it's no longer in danger of crushing us. Above us, our newest enemy is cackling in an insane glee, clutching his stomach. He's just as Lexi described. Green skin, purple leotard, grey glider with what looks like a bat's face on the front. He also has a long, cone-like purple cloth hat, a pair of pointed ears, an elongated green face, pointed teeth, purple gloves and boots, and a satchel on his hip that's bulging with what I assume are more pumpkin bombs.

"Who the hell are you?" we ask.

"A spider!" the person cackles. "I found a spider! And one with ice powers too! But you're not the same spider I usually deal with." He stopped laughing, grinning wickedly and bowing, one hand in front of himself, the other in the air above him. "You may call me the Green Goblin."

"Another one?" Miles asks.

"A real another one, or a copycat?" I ask.

"I don't know," Miles says. "What's your real name?"

"Real name?" he asks before cackling. "Oh you're much more fun than my spider! Are you a spider too?"

Miles narrows his eyes, but before he can do anything, Lexi and I shoot out a strand of ice webbing, attaching it to the back of the man's glider and yank it down. The glider flips instantly, slamming into the man's gut and flying backward a ways before he slips, the glider slamming into his chin before flipping and crashing to the ground, thruster shutting off and smoke curling out as the man lies on the ground, groaning.

"You think he's from away?" we ask.

"I guess we'll have to find out," Miles says. "Tie him up."

We bind him with ice webbing, also taking care to steal his satchel and freeze it into a massive dome of ice five feet thick with a small hole toward the water to vent the explosion safely if there is one. Then, we look around. Police cars are starting to arrive, so Miles and Gwen turn and head for the changing room before anyone can see what's going on. While they do, Lexi and I pick up the new Green Goblin and his glider before swinging away, eluding the cops before heading to May's. Once we arrive, she separates from me inside the elevator, Green Goblin cackling.

"Naughty, naughty, working with a symbiote, such a naughty spider," Green Goblin says before cackling again. "Can't trust them!"

"Right," I say, rolling my eyes. "It's nap time now." I form an ice mallet and club him over the head, knocking him back out, Lexi giving me a skeptical look. "What? He's annoying."

She sighs, shaking her head as we reach the cave and restrain him in a chair. Then, I walk over to the computer, using a communicator device Peni created to call between linked universes, such as hers for example. I dial her first, since hers is the only universe number I remember. After a few seconds, her face appears, smiling.

"Hey Ben!" she smiles. "What's up?"

"We have a new Green Goblin that we're pretty sure is from a different dimension," I say. "Did you leave anything here to check?"

"Okay, see the big green stick to your left?" she asks.

I look left and see a large green-handled lever. "Yeah."

"Pull it," She says.

I do so. A panel pops open below it, revealing a device that looks like a price scanner.

"Scan his face with it and it'll light up green if he's from your universe," she says. "The scan of the face should take about three seconds."

I nod, taking the device over and lift his head up, scanning him. As I scanned, a screen on the top of it formed an image of his face, which then flashed red several times.

"Nope," I say. "He's from away. Which means someone's got a way to travel between them. Can you warn the others? I don't remember their numbers."

"Sure, I'll pass the message along," Peni smiles. "Hold him there. I'll be over to run some tests and see if I can figure out where he's from later."

I nod and she ends the call. I sigh, sitting in a chair and spinning. After a moment, without slowing me at all, Lexi drops into my lap, wrapping her arms around my neck.

"You sure you want to do that with you-know-who right there?" I ask.

"He's unconscious," she whispers, smiling and leaning in to brush her lips against mine as she speaks. "He won't interrupt."

"Ooo, don't mind me," Green Goblin's voice says.

I form a ball of ice and hurl it, bouncing it off of his forehead and once again knocking him unconscious. "You were saying?"

"Well he's unconscious now," Lexi smiles.

"But we're not," Gwen says as the lift reaches the bottom, Lexi sighing and sitting up straight as he continue to spin slowly. "Is he from away?"

"Definitely," I say. "There's a leak somewhere. Peni's warning the others and will be over soon to see if she can figure out where to send this guy."

Gwen nods. "Alright. Well, I suppose that just means we have to wait. We're sure he's not a symbiote, right?"

"He's not," Lexi says. "Even from other universes, I can sense them."

"Well, if you're sure that's good enough for me," Miles says. "Not that we couldn't handle him if he was. Still, I'd rather not be surprised by another Carnage."

"Oh Christ, I hope I never see another Carnage as long as I live," I groan. "Anyway, me and Lexi'll watch him. You guys go ahead and make up for lost time."

"You're hilarious," Miles says, as he and Gwen head for the lift. "We're going to order pizza."

"I don't want to know what roleplay you do," I call up after them just as the lift leaves the room, cutting off his response. "It's just too easy."

"Hey, I've been meaning to ask," Lexi says. "What did you use for a penname?"

"Richard Downey Lexus," I grin.

Lexi cocks her head to the side, mouthing the name a couple of times before realization dawns on her face. Instantly she sighs dramatically, rolling her eyes. "You're worse than I am sometimes, you know that?"

I laugh. "You know you love the name. I made it with you in mind."

"Hah hah," she says. "You're lucky I love you or you'd never get a girlfriend."

"_You're _lucky _I_ love _yo__u _or you'd still be being made fun of about your room's decorations," I counter.

She rolls her eyes. "Yeah, yeah. Keep laughing. We'll see if I don't repeat our first time."

I reach up, capturing her lips with my own and she sighs, settling into the kiss, her red hair falling around us like a curtain. However, after a few minutes, I hear the door at the top of the lift hiss open and Lexi pulls back, sighing. Then, the lifts drops to the floor, Peni and her robot walking over to Green Goblin and taking a DNA sample, her robot's screens lighting up the inside of the dome as information flashes across them. Finally, they still and Peni hums thoughtfully.

"What?" I ask.

"This is weird," Peni says. "It says it can't find his universe."

"Well, there's probably a lot of them, right?" I ask. "Just because we typically only deal with a few doesn't mean it's not out there."

"Actually, it might not be," Peni says. "I know there's a lot, and I checked them all. It's not there."

"What, like it was erased?" I ask. "Destroyed?"

"It's possible," Lexi says. "The celestials of that universe, or another, might have destroyed it."

"So what do we do with him?" I ask. "He'll die if we leave him here. Plus he knows all of our faces."

"I can wipe his memory of the last few hours, then we can drop him off at the usual place," Peni says.

"Oh, you mean the prison where all the supervillains keep escaping from?" I ask. "Great idea. That'll solve our problems. Oh, and if I ever find out you wiped my memory, I'll feed you to sharks."

"Why sharks?" Peni asks as her robot's right hand opens and a sort of bowl-looking thing extends from it.

"I dunno, it was the first thing that came to my head," I shrug.

Peni laughs as her robot places the bowl over Green Goblin's head and a bolt of electricity arcs in one ear, then out the other. Her robot retracted the bowl and Peni nodded. "All done."

"That was fast," I say.

"I'll drop him off at the prison, then when I get back we can talk about how to find the leak," Peni says. "Oh, and the others should be on the way."

Me and Lexi nod and we all head up to the back yard, then head into the house as Peni leaves with her robot and Green Goblin.

* * *

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	2. Chapter 2

I do not own Spiderman or any of the characters.

* * *

Family

I take a bite of pizza and grin as Miles and Gwen walk into the room, Gwen finishing fixing her hair and ignoring me, Miles trying to ignore me but failing miserably. When Lexi and I had gotten to the house, they had definitely _not_ been eating pizza. So, Lexi and I had sat in the living room, turned a movie on and turned the volume up way too high to drown them out, then ate the pizza when it finally _did_ show up.

"That's our pizza," Miles finally says.

"Indeed it is," I agree. "And it's excellent, too." I take another bite before tossing him my debit card. "Next time try not to miss the delivery, yeah?"

Suddenly, the door opens and Spiderman Noir walks in with Spider-Ham and Peter.

"Welcome back," I greet, turning the TV off. "So, anyone else have any big news?"

"Not really," Peter says. "My world's been kind of quiet recently."

The others all agree.

"That's kinda weird," Miles says. "Ours has been unusually busy. And we got a bunch of new criminals."

"Like who?" Spiderman Noir asks.

We take turns listing off a few, but none of them recognize the names.

"Anyway, we have two theories about the leak," Peter finally says. "We need to check out the old collider that brought us here the first time. If it's not that, someone's sending villains here from the other end, in which case, things get a lot more complicated."

"How do you figure?" I ask.

"We have to find one specific universe to ship them back to, then destroy their collider, or whatever machine they're using to send their villains," Spider-Ham says. "Or villain, if the new guys are actually just new, not from another universe."

"Yeah that sounds difficult," I nod. "Alright. So, where to?"

"Fisk Tower," Peter says. "We'll go tonight."

"Alright, so what're we doing until then?" I ask.

Everyone looks around at each other.

"Sparring?" Peni suggests.

I groan loudly. "We _always_ spar. Can't we do anything more fun? Like get completely shit faced?"

"You're too young to get shit faced," Peter says.

"He is?" Lexi asks. "He said he was old enough."

"Hey, I _earned_ getting drunk after what Carnage did to me," I say. "I _still_ have nightmares about it. It was..." I trail off, my right hand reaching across to hold my left elbow. "I can still..._feel_ him stabbing Miles. I can...I can still feel his claws as I fought him off. The only times I can forget are when I drink. I _need _it."

Everyone stays silent for a long while.

Finally, Gwen speaks up. "Let's go to a movie. It's summer vacation, right? So let's do something fun. We can get ice cream while we're out."

We all agree and change into our suits under our clothes, then leave the house, heading to an ice cream shop, everyone getting our favorites while Spiderman Noir, who I'm actually still really impressed we managed to disguise as a really pale goth guy who kind of looks like Peter Parker with black hair, got a scoop of every flavor, since apparently ice cream is limited to vanilla in his universe. Peter, on the other hand, we once again hear looks like an older less good-looking Peter Parker who put on weight. Once we've gotten our ice cream, we head to the movie theater, arriving in a few minutes. I pay for me and Lexi, Miles pays for himself and Gwen, Peter pays for his "daughter" Peni, who brings her "stuffed animal" Peter Porker, and Spiderman Noir pays for himself. We make our way to the ticket collector and I grin widely.

"Well well, look who it is," I grin.

"Oh hell, it _would_ be you on my first day," Jake grumbles.

"You got a new job?" Lexi asks, hugging him with the arm not holding her ice cream.

"Yeah, the factory I was security for didn't like me bringing Jess in all the time, so they fired me," Jake sighs.

"Amazing," I snort. "They fired you for having sex at work. Who'd have thought."

"Well it's not _my _fault," Jake says. "_I_ don't live with my girlfriend. Speaking of, doesn't that get awkward?"

"Sometimes," I shrug. "Oh, and just because you thought you could change the subject, yes you most definitely _have_ been living with your girlfriend for the last month and a half."

"And it's been one of the best month-and-a-halfs of my life," Jess says, practically bouncing over from where she was buying candy and wrapping her arms around Jake from behind, kissing him on the cheek.

Jess is a little taller than Lexi, standing about my height, which means she only has to go up onto her toes a little to reach his cheek. She's got wavy brown hair down to the middle of her back, a slightly leaner face than Lexi's, the same shade of blue eyes, and where Lexi's got the perfect hourglass figure, Jess had opted for a slightly more petite one with B-cups and a small but firm ass. At least, it looks firm. I wouldn't know since I haven't actually felt it, but Jake claims it is, and I've decided to take his word for it.

"Hey Jess," I smile.

"Hey Ben!" Jess smiles. "Hey Sis!" She hugs both of us, both of us hugging her back.

I smile as she squeezes us a little too hard and long. Jess is a hugger. It's just the one thing she really found she likes from human nature. Doesn't matter who. Or what, sometimes, since I've seen her hug a cat that was trying to claw her, only for its claws to sink into her true form. Her true form is like Lexi's, mostly white with finger-length claws, except where Lexi's form has grey, Jess's has violet, with violet eyes and on her sides from her hips to her armpits, then between her legs above the knees. And recently, Lexi's been gaining light pink on her sides and inner thighs as well, saying that her pigmentation will change as she grows older, though she promises she's not going to die of old age before me.

"Okay Jess, you can let us go now," I say after a few seconds.

"Oh sorry!" she smiles. "So, what movie are you guys watching?"

"Shazam," I say.

"Good choice," she smiles. "You buying candy?"

"As good an advertiser as you are, we'll pass," I say, starting to walk into the theater. "We've got it covered."

"Hey, you can't bring those those in there," Jake says.

I turn around and grin back at him as I take a bite. "Mmmmm. Sorry, I couldn't hear you over the sound of me not caring."

Then, I turn, walking into the theater, the others following. As is custom when we go to a movie, we sit in the far back, under the balcony where it's darkest and we can avoid attention the easiest if we have to leave. And also so that Peter Porker can move around and watch on his own. However, also like most times, we keep about ten feet of space between us at a minimum. At first, it was because the others were making fun of me and Lexi for being a couple. However, she and I took full advantage of it and very rarely actually watch a movie. Within ten minutes, though, it's obvious Gwen and Miles aren't either, since they having separated their lips except to breathe since we sat down. I glance at Lexi, who's being surprisingly tame, simply leaning on my shoulder, one hand resting on my leg but not doing anything.

"So...why is he named after a cleaning product?" Lexi asks quietly.

"Originally he was named Captain Marvel," I whisper back. "But there was another comic company named Marvel that wanted to use it as one of their signature characters, so they bought the rights to the name, even though they ended up changing the name anyway. So, since the Captain Marvel character from the comics this movie comes from needed a new name, someone, in their infinite laziness, decided to use the cleaning product."

Lexi giggles quietly. "I'm sure they thought it was a good idea."

"I'm sure they were also probably high at the time," I say.

Lexi giggles again, hand beginning to lightly drag over my jeans from the front of my leg to the seat and back with its nails. "Why is his name magic?"

"That's just the way the spell works," I whisper.

Her hand stops, resting lightly on my leg again. I smirk. She actually likes the movie. She's so distracted by it that she hadn't even noticed her hand moving. After a few more minutes, I reach over, my fingers ghosting over her inner thigh about halfway down, Lexi exhaling a little louder than before. I begin to lightly drag my own nails over her bare skin, slowly creeping upward, and she turns her face into my shoulder for a moment, kissing it through my shirt.

"I'm trying to watch the movie," she whispers.

"Then watch the movie," I smile. "I'm going to come back another day to rewatch it anyway, so I'm going to have some fun while we watch it."

Lexi smirks but as my fingers go a little higher, Jess sits beside me. I stop, turning my head to watch her expectantly and she smiles.

"Can I ask you a favor?" Jess asks

"I suppose," I nod.

"Can you talk to Jake?" Jess asks.

"About?" I ask.

"Sex," Jess says, forcing me to put my brai. through a quick hard reset since i'm still adjusting to their family's bluntness and lack of most social graces. "It's great and all but it's always too quick."

I snort. Only Jess would ask me to teach Jake, my vastly more experienced cousin, to not be such a quick shot in bed.

"Define too quick," I say.

"He doesn't use his hands or mouth like Lexi says you do," Jess says.

"You describe our sex to Jess?" I ask.

"Is that bad?" Lexi asks. "We share everything."

My mind flashes to a situation involving sharing that I might enjoy but I force the mental images away. "Fair enough. Sure, Jess, I'll try talking to him."

"Yay!" Jess cheers loudly, drawing several glares from the theater's other occupants, and hugs me tightly.

"Okay, you can let go now," I say, patting her on the back awkwardly, not that she knows any different.

"I promise I'll find a way to pay you back," Jess says.

"Tell you what," I smirk. "If this universe's Symbiotes ever show up, you can repay me by protecting Jake."

Jess smiles and nods. "Deal."

"If you two want, she could pay you in advance," Lexi whispers in my ear, one arm slipping around me and down to stroke my cock through my pants.

I tilt my head back onto her shoulder and arch an eyebrow at her. "Are you suggesting what I think you are?"

"Do you want her to?" Lexi asks.

"I feel like that's a trick..." I pause as Lexi's hand sinks inside my pants through the zipper, specifically without undoing the zipper, and swallow a groan as she starts to brush her fingers over my head. "...question."

"It's not," Lexi says, brushing her lips over the side of my neck. "I told you. We share everything. I think it would be fun."

I reach one hand back and gripping her leg to keep myself grounded as my head starts to spin slightly. "Alright. It's your choice Lexi. If you want her to pay upfront, she can if she wants to as well. But you both have to want-"

I'm cut off by Jess mashing her lips to mine in a kiss almost as hungry as I've ever had with Lexi, outside of when we're already in the middle of sex. I submit after a moment of surprise, returning the kiss as Jess's hands beging to trail over my body, exploring my muscles, and Lexi's hand befoings to stroke my erection more purposefully.

"It feels like he's enjoying it Sis," Lexi coos in my ear, Jess giggling into the kiss.

Her tongue snakes its way into my mouth and my own begins to slide against it, however, after a few seconds, I pull back.

"This is a bad place for this," I say, not really wanting to have to explain why I'm making out with Lexi's sister, who's dating my cousin, assuming they haven't already seen. "We should-"

Before I can even finish, Lexi darts over to Peter.

"Me and Ben are heading home to have sex," Lexi says, making me roll my eyes. "We'll meet you back at May's."

Then, she walks back to me and I shake my head, heading toward the exit, Jess already gone. When we reach the lobby, Jess is explaining to Jake that she's heading home to pick up a surprise for him. Lexi tells him she and I are heading home to play a board game, which he instantly calls bullshit on, and the three of us leave. After a few minutes of walking, we duxk into a back alley and Lexi envelops me as Jess forms herself a fake spidersuit and we all swing back toward their house. As we swing, guilt starts to eat at me.

"Maybe we shouldn't be doing this," I say. "I know you two don't mind, but for us, me and Jake, this is cheating. And Jake's my family. If he found out about this, it'd crush him. And he'd hate me."

"He won't know," Lexi says. "It's not like we'll tell him. And I'll make sure Jess knows not to also."

"I know, but...it's just...wrong," I say.

"Do you want to call it off?" Lexi asks.

"I...I don't..." I sigh. "Can we?"

"If you want to," Lexi says.

"I...I do," I decide. "I can't do that to him. Because if he did that to me I'd kill him."

We swing up and land on the side of a building, and after a moment, Jess lands beside us.

"What's up?" Jess asks.

"We can't do this," I say. "I can't betray Jake like this."

"Betray Jake?" Jess asks. "You mean cheating?"

"Yeah," I nod. "I can't sleep with his girlfriend."

"But, is it really cheating if he's bringing other girls home to join in too?" Jess asks.

"Wait, what?" I ask.

"He brings other girls home to have sex with us," Jess says. "A couple times a week."

"Okay," I say. "Definitely didn't see that coming, but it's still different. A threesome isn't cheeting. This would be, because you'd be having sex with someone without him."

"So, does that mean that he's cheating on me?" Jess asks.

"What do you mean?" I ask, brow furrowing.

"I wasn't the only girl he brought to work," Jess says. "I didn't really think it mattered if he had sex with other girls. I didn't mind. I was hoping one of them would teach him to do foreplay. But fhe girls he brought to work, and the girls at parties, they all seemed to just enjoy him as he was."

"How many are we talking?" I ask. "Five? Six?"

"Twenty, thirty, somewhere around there," Jess shrugs.

"Oh he's dead," I say, only for Lexi to hold me immobile. "Oh come on, he earned it!"

"Yes, but we're not going to kill him," Lexi says. "Besides, he's not the only one."

"Wait, what?" I blink.

"Oh, I've been with other people too," Jess says. "Jake's boss, the Dean of his school, our bodyguards' hosts, that affectionate guy on the train. A couple of them were really good."

"You...had sex with a stranger on a train?" I ask. "I'm pretty sure you got raped."

"I did?" Jess asked. "But I thought rape didn't feel good."

I sigh heavily. "Christ, you're worse than Lexi. It's rape because humans wouldn't let some random guy on a train fuck them."

"Oh," Jess shrugs. "He was pretty good."

"This is starting to give me a headache," I sigh.

"Ben" Jess says. "I'm not offering sex because I want to cheat on Jake, or would ever leave Jake. I love Jake. I'm offering sex because it's fun, it feels good, and because to me it's just physical, unless it's Jake. He may not be the best, but it's different with him. I don't know how to explain it. It's better, even if it's not physicially as good."

"I can explain that," I sigh. "It's because you love him, and he loves you. Lexi, I need to make a call."

Lexi removes herself from my head and raises my phone out of her body, allowing me to take it. I dial Jake and sigh heavily, placing my phone against my ear.

"What?" he asks.

"You're a piece of shit," I say.

"How's that?"

"Jess just told me you've been fucking other girls behind her back," I say, holding up a hand to keep her from interrupting.

Jake swears. "She knows? Fuck! How mad is she?"

"It's Jess," I say. "All she has in her is rainbows and sunshine. Although, she also brought up a couple other interesting subjects."

"Like what?" Jake asks cautiously.

"Why? What're you thinking?" I ask. "Any other sins you'd like to confess before I speak?"

"No," Jake says flatly. "What'd she say?"

"Well, for starters, she said you're about as good in bed as a vegetable," I say.

"Excuse me!?" Jake growls.

"She says she's disappointed that you can't get her to cum," I say, Lexi using a strand of her body to cover Jess's mouth for me. "Seriously Jake. Foreplay is a thing for a reason."

"Who asked you!?" Jake snapped.

"Jess did," I say, Jake falling silent. "She begged me to convince you to put at least a little effort into making her feel good too. So ghis is me putting effort in. If you make her feel good, she'll make you feel good in return."

"Gee thanks," Jake grumbled. "Why don't you just ask her how many times I've been upstaged by a girl too."

"Well no shit," I snort. "Not only does a girl know enough to do foreplay, but they also know exactly how to make a girl squirm, so no shit you got upstaged. That's not ggoing to change any time soon, even if you start doing foreplay, which I reiterate you most definitely need to do."

"I'll take it under advisement," Jake grumbles. "Anything else?"

"Yeah," I say. "She says that since the both of you have been sleeping around anyway, she wants an open relationship."

Jake's silent for a long while before speaking. "She's been sleeping around?" He sounds almost hurt.

"That's right," I say. "You couldn't satisfy her, so she went to find someone who could. Not that you're in any position to judge. You know, I used to look up to you. I actually wanted to be a good person like you, but now...I think I might have been a better person than you before back when I cared about literally nothing."

"I...I'm sorry," Jake says.

"I'm not the one you owe an apology to," I say. "In any event, it doesn't matter. She's willing to let you sleep with other girls as long as she's allowed to sleep with other people too."

"I...okay," Jake says.

I feel a pang of guilt flash through my chest. Jake sounds hurt. But who knows. Maybe this will teach him the lesson he so clearly needs. I hang up and give the phone back to Lexi, who puts it back in my pocket before re-enveloping me the rest of the way and releasing Jess, who looks close to tears.

"Why did you do that?" Jess asks. "You hurt him!"

"Good!" I snap. "That mother fucker _should_ feel guilty for cheating on you!" I sigh. "Besides that, Jake's even more hard-headed than I am. He wasn't going to change anything just because. He had to feel guilty. Now that he thinks you're having sex with other people because he's not good enough, he'll put everything he has into trying to make you feel good so that he doesn't lose you. And you can decide if you want to continue with the open relationship and sleep with other guys or just stick to just him."

"But...you lied to him," Jess says.

"Jess, he just ensured that Jake will never break your heart, and if you tell Jake that he's allowed to sleep with other girls as a way to practice for you, and that you're going to sleep around in order to practice for him, he'll probably agree," Lexi says. "Ben just did exactly what you wanted the only way he could."

Jess was silent for a minute before nodding. "Alright. Then...what about..."

I'm silent for a long moment. I still don't feel like I should, because she's still with Jake, and I know Jake is most likely done sleeping around. On the other hand, the idea of a threesome is tempting, the thought of seeing Lexi making out with her sister is currently keeping me hard as a rock, and Jess is an amazing kisser.

"If you two still want to do it, I suppose I'll just have to agree," I shrug.

Jess cheers and Lexi slips a piece of her body into my pants, beginning to stroke me quickly again, only to stop after a moment when she realized how hard I still am. Instead, I felt a strand of her webbinwebbing clamp around my erection, as with the first time we were together.

"Lexi, no," I say flatly.

"I'm just giving you a reason to make sure you give my sister the best time yiu can," Lexi whispers in my ear.

"We're not-"

Jess cuts me off with a ferocious kiss, and I can feel Lexi kissing Jess as well in a weird sort of three-way kiss. After several seconds, Jess pulls back and jumps away, continuing to swing away. We follow her without a second thought. After a few minutes, we land outside the house and quickly head inside, Lexi separating from me the moment the door is closed. As soon as Lexi is separate from me, her lips join with Jess's. I watch hungrily as my girlfriend and her sister work to devour each other, both clearly enjoying themselves. Finally, I step up behind Lexi and reach around her, cupping her breasts, earning a loud moan, though she dowsn't break the kiss.

"We should head upstairs," I suggest. "That way we can get Jess more comfortable."

Lexi separates from Jess and nods in agreement, then kisses me just as hungrily as she had been kissing Jess, receiving a matching passion from me. As my tongue slides against Lexi's, I taste Jess as well and feel myself throb agonizingly, my erection complaining about its predicament. However, when Lexi pulls away, she grins knowingly, then turns and follows Jess up the stairs. I follow quickly, reaching Lexi's bedroom to find Jess pinning Lexi to the bed with her mouth, Lexi moaning as Jess kneads her breasts roughly. Both have already gotten naked, Lexi by reabsorbing the clothes she had formed for herself and Jess's real clothes piled on the floor, so when I kneel down between both girls' legs, there's nothing to impede my progress as I lean forward and begin to lap at their drenched slits.

Lexi's juices taste as good as ever, and I spend a good few seconds making her squirm before I switch to Jess. Jess's taste is a bit more potent, and instead of being sweet like Lexi's, it's more...earthy, or musky. The smell is about the same as the taste, but stronger. It's not bad, but I much prefer Lexi's. However, like a good little sex slave, which is basically what Lexi has made me, I work both girls' folds diligently, both quickly beginning to cry out in pleasure. Their hips girate constantly, rubbing their clits together as they do, and I greedily collect the juices streaming out of both girls.

Jess is the first to finish, screaming in pleasure and squirting into my waiting mouth as Lexi continues to grind her clit against Jess's, my fingers helping, effectively extanding her orgasm. Finally, she starts to come down from the orgasm and I switch to Lexi, whiwho's twitching with anticipation. As I begin to assault her clit with my tongue, however, I push two fingers into her. Lexi bucks and cries out, clinging to Jess as I pleasure her. Then, as I feel Lexi getting dangerously close to snapping, I pull my fingers out, locking my lips around her entrance, and push my fingers i to her other entrance instead. As I do, a tiny strand of Jess's body extendeds from Jess's pelvis to Lexi, wrapping around Lexi's clit and working it rapidly as I shove my fingers up her rectum again and again.

Lexi barely lasts thirty seconds before she snaps, screaming louder than Jess had and spraying her juices for me, allowing me to drink her essance hungrilly. Jess keeps working Lexi's clit, so I keep working her ass and working my tongue through her slit. Soon, we've sent Lexi into a second and third orgasm. Finally,we both relent and Lexi goes limp, panting for breath. I smile and climbe up, kissing Jess first, Jess moaning deeply and hungrily as she tasted her and Lexi's combined flavors on my tongue, then kiss Lexi, earning a similar reaction.

As I'm still giving Lexi my attention, I feel Jess's hand wrap around my shaft, lining me up with her soaking wet tunnel. I thrust into her completely in one push and she cries out in pleasure. Her hands find Lexi's, lacing their fingers as I begin to slam into her roughly, not giving her even a moment to adjust or rest.

"Oh fuck!" Jess wails. "Yes! Harder! Fuck me harder!"

I comply instantly, releasing Lexi's lips and sitting up, gripping Jess by the hips and yanking her back into me in titime with my thrusts. As she continues to beg for me to be more rough, I switch on hand to her throat, squeezing just enough to make breathing a challenge, and also put more force than is probably safe into my thrusts. If Jess wasn't a symbiote, she'd probably literally break. As it is, though, she loves it, and despite me restricting her breathing, she screams and wails in pleasure. Even more so after Lexi spins around and begins to lick and suck her clit just as roughly as I'm fucking her. I feel pressure begin to build, but ignore it.

As I continue to ram myself into Jess, I hear Lexi moaning and realize that Jess has taken to pleasuring her sister as well. I begin to fuck her harder, taking her being capable of pleasuring Lexi as a challenge. As a result, Jess's small amount of control snaps and she goes limp on top of Lexi. Then, a few moments later, she's cumming. I pull out and roll her off of Lexi, onto her back, then shove myself back into her, plowing her throughout her orgasm, slowly beginning to be hnable to ignore the agonizing pressure and burn resulting from Lexi keeping my pipes blocked.

Finally, Jess begins to come down from her orgasm and I pull out again, rolling her over and lifting her, then drop onto my back on the bed. I release Jess and she's off, bouncing her hips frantically and mashing her lips to mine. I grip her hips and slam her down onto my erection and thrust up to meet her drops. She sits up, head tilting back and Lexi captures her lips instead. I grit my teeth, feeling my own body buck up into her just as frantically as she's dropping her hips. I need to finish. It's agony not to. Finally, just as Jess pulls away from Lexi and screams in orgasmic bliss, Lexi's makeshift cockring loosens. I grunt in surprise and relief, slamming Jess down onto my erupting member again and again, fucking her through bod of our orgasms and straight into another. Finally, it ends and I collapse, panting as Jess collapses on top of me. Beside me, Lexi is watching us with a happy smile.

"Your turn," I say, only for Lexi to shake her head.

"We'll have time later," Lexi smiles. "For now, I juat want to hold you two."

Jess and I both hold out a hand, pulling Lexi into a group cuddle, Lexi and Jess kissing one last time as their heads lay on my chest. However, before anyone can fall asleep, I remember sometbing from my first time in the room.

"Lexi," I say quietly.

"Hm?"

"I take it this means that lesbian sister porn wasn't on your computer for no reason, huh?"

Lexi's shriek rivals either sister's cries from before, but as she's slapping me, I just laugh, Jess doing the same. Finally, we pull Lexi back down, both kissing her, and she lays her head back on my chest, though not before glaring at me.

"We can do this again anytime you two feel like it," Jess smiles.

"Pass," I say. "Once is bad enough. I'm not doing this to Jake again."

"I'll pass too," Lexi says. "I'm content with Ben. Fun as this was, I'm not interested in having sex with anyone else again."

"Good, because I'm not sharing you again," I say. "No one else get's to have you."

Lexi smiles and kisses me. "I love you Ben."

"I love you too," I smile, then yawn, both girls doing the same a moment later.

After a few more minutes, we all drift off to sleep, waking up a few hours later to meet up with the others again, Jess going to the theater to talk with Jake.

* * *

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	3. Chapter 3

I do not own Spider Man or any of the characters.

* * *

Invaders

I stretch my legs against the side of the building, grimacing. I didn't think I'd be quite as sore as I am after a few hours, but my body is killing me. Beside me, Lexi is smiling pleasantly.

"At least now I know why you didn't want your turn," I grumble.

"I don't know what you're talking about," Lexi smiles. "I had plenty of fun." Her smile slips off her face. "They're here."

Venom and Toxin both land on the side of the building below me and Lexi, both taking a knee and bowing.

"What did you find?" Lexi asks.

"Nothing, Highness," Toxin reports. "As of this moment, the colider remains unused."

"I see," Lexi sighs. "Alright. Be wary and watchful. You may be needed later."

"Of course highness," Toxin nods, then drops and swings away.

Venom remains. "Your highness, Toxin is not correct."

"What do you mean?" I ask. "He lied?"

"No," Venom says, shaking his head. "To his senses, the collider is indeed broken and unused, but I felt something else. There is something there, yet not there."

"Care to say that again in english?" I ask.

"There are traces of a presence there that sets my teeth on edge," Venom says. "Eddie feels it too. Something is wrong. There should be something there, yet there's nothing. No black hole, no symbiotes, no humans, nothing."

"But you can sense something?" I ask.

"I feel it too," Lexi says, then narrows her eyes as Venom twists around, staring down the skyscraper at the pit below, below which lies the collider.

Barring a few holes, such as the one below us, most of the collider has been covered up, though the ruined machine is still down there. Now, there's a light in the pit.

"Something's coming," Lexi says, extending her claws just as Toxin and the other Spiders land around us.

"You were supposed to wait for us," Miles says.

"Well, if we did, we wouldn't be here now," I say, forming ice knuckles. "Be ready."

Below us, the light grows steadily brighter. Then, just as it fills the hole, it's gone. We all remain silent and motionless, watching the pit and waiting for something, anything, to move. Suddenly, all of us spiders react to our senses. I tackle Lexi aside and Peter grabs Toxin and Venom as he dives straight downward. The others get clearb none of us making it movre than a few centimeters past minimum safe distance before the glass where we had been standing explodes outward, a mass of writhing, white snot tentacles flailing around but failing to catch any of us. Lexi and I land on the side of the building again as the tentacles retract, spiraling into a humanoid Symbiote beside the hole, one which looked like a pallete swap of Venom.

"Great, another Symbiote," I grumble. "Let's go!"

I send out ice webbing, using it to launch myself up at the Symbiote, but it ducks under my double-kickb then slams a fist into my back, sending me spinning oout into the open air. I flip, head spinning, and send out a strand of ice webbing, missing the building. Before I can try again, Lexi catches my webbing with her own, swinging me around and hurling me at the Symbiite again, just as it hurls Spiderman Noir away. This time, I hit hard, launching the symbiite, only for it to attach a strand of webbing to my body, yanking me after it, then hurling me at the ground.

I flip, catching the building and swing down, landing on the side of it just as Lexi screams. I look up and see the Symbiote holding her by the throat, her neck smoking where he's holding her. I roar in rage, jumping and sending ice webbing up at the building higher up as Toxin smashes his fists into the Symbiote's arm, breaking its grip before catching Lexi and fleeing. The Symbiote moves to follow, only for Miles and Peter to round the corner of the building, slamming a pair of kicks into his chest.

As I send out more webbing, Venom catches the webbing and twists, swinging me out away from the building and up at the Symbiote. I form ice boots and when my feet impact with the Symbiote, they all but explode, sending the Symbiote exploding through the window into the tower. I land just inside and the other non-symbiotes land around me. Before us, the Symbiote stands, snarling in rage.

"What are you?" I growl.

"Anti-Venom," the Symbiote says in a distorted, wavering voice. "I exist to kill all Symbiotes. And you will die as well. Any who would accept a Symbiote will die."

"You're a Symbiote," I counter.

"I was made from a combination of Venom, Lust, and healing magic," Anti-Venom says.

"Wait, isn't Lust-"

"Lexi," I nod, forming an ice mallet. "If you think I'm letting you lay a hand on Lexi, you've got a very painful lesson in your immediate future."

"We'll see," Anti-Venom snarls.

He shoots forward and we all move to meet him. However, he's faster this time. He catches Spider Ham by the face and uses him to bat Spiderman Noir Aside. Then, he catches Peni's robot by the arm and spins, hurling it back out the window. Miles and Peter both leap at Anti-Venom, but he catches their punches and whips them, breaking their arms before hurling them both away and charging at Gwen and I.

"So he's after us because we're compatible?" Gwen asks as she rolls under his initial swipe.

"I think so!" I growl, slamming my mallet i to him and hurling him at a window.

He smashes out through it and a massive steel I-beem crashes into him, sending him exploding into the ground. I leap out the window as Gwen goes to tend to the others, and Peni's robot catches my hand and hurls me up the tower to where Lexi is lying on a flat section just below the top. I land beside her, finding her in her true form, her neck burned black. She whimpers weakly and I rest a hand on her neck, using my powers to numb the burn. As I stand, Venom and Toxin both pass me, a solid collision sounding before both crash into the building.

My senses scream of danger and I focus, ice spikes erupting out of the building around me and Lexi, impaling Anti-Venom. I turn, glaring at him as the icicles begin to crack, Anti-Venom struggling to break them wkthout being able to move any part of his body freely.

"Get lost," I snarl, forming a spikes ice gauntlet and slamming it into Anti-Venom, sending him spinning away. However, he attaches a web to one of the icicles and swings around, driving his claws at Lexi, only for my fist to meet his face, launching him again. This time, he grabs my arm and brings me with him. As we fall, we both slam several punches into each other, then crash to the ground. I bounce off of a taxi, saved from death only by the layer of ice i formed at the last second. It shattered on contact with the taxi, pancaking it, but it kept the fall from doing more than shattering my ribcage and sending me bouncing across the ground. Anti-Venom smashes down through the ground and disappears.

I roll to a stop and slowly reach up, pulling my mask off and puking up blood, then begin to cough and hack, choking up more from my lungs.

"Ben!?" a voice shouts.

I look up between gagging fits and find Jake and Jess running toward me. I try to wave a hand to tell them to run, but both ignore me. They kneel beside me just as there's a roar behind me and Anti-Venom rises from the ground.

"PASSION! ! !" Anti-Venom roars.

He leaps across the large distance at Jess, Jess transforming into her true form in an instant, only for Venom to swing down, ramming a light pole into Anti-Venom like a joisting spear, impaling and launching Anti-Venom before landing beside Jess.

"Heal him, Highness!" Venom says. "We will stall it! Be careful. It burns our kind when it makes contact with us. It hurt Lust."

Jess envelops me without a word, my torso erupting into agony as the bones reset themselves and the damaged organs repair themselves.

"What the hell is going on!?" Jake demands.

"Later," we say, standing and cracking out knuckles. "Payback time first."

Anti-Venom slams the lightploe into the two Symbiotes attacking it and sends them exploding into a wall. However, as soon as he does, we slam our hands into the ground, sending a massive pillar of ice exploding out of the ground below Anti-Venom. However, as it's streaking upward, he rolls off of it, streaking down at us. We form ice armor and gauntlets and when it reaches us, we block one slash of its claws before drilling our other fist into its jaw.

It staggers away and we charge, slamming more and more strikes into it. It slashes at us, and we duck under the swipe, standing off to the side and drilling a punch into Anti-Venom's jaw. It staggers away, only for our foot to crash into its gut. It doubles over and we slam a double-hammer-fist into the vack of its head, bouncing it off the ground before placing our hands down and sending a massive spear of ice erupting out of the ground below it, dragging it high into the air. Then, just as it gets fifty feet into the air, a stream of fire erupts from a building beside it, engulfing Anti-Venom, who shrieks in pain as he begins to burn away. Gwen steps up to the hole with the anti-Symbiote weapon and we turn, using our ice webbing to launch ourselves up to Lexi. As soon as we land, Jess separates from me and kneels beside Lexi.

"I'm here Sis," Jess says, cradling her head. "It's alright.

"What do we do?" I ask.

"She needs a host to live in for a bit," Jess says.

"Use me," I say instantly.

Jess nods and holds her hand out. I rest mine in hers and she uses a claw to slit my wrist. Before I can even ask why, Lexi kisses me before shoving herself rapidly into the cut. I scream in agony, collapsing, only for Jess to hold my arm tightly, allowing Lexi to finish entering my body. Once zhe's in, the wound seals and I feel her move up my arm to my torso before the pain takes a sharp spike as she invades my ribcage before that also heals and the pain fades as she settles.

I begin to pick myself up, panting and sweating, and Jess holds out my mask. I accept it and sit against the building. "This will heal her?"

Jess nods. "It'll take a few days, and you won't get used to the discomfort."

I nod and sigh, leaning my head back against the building. "It's worth-"

Webbing attaches to my side, yanking me and Lexi both off the building just before something explodes into it, the windows for dozens of meters around exploding and massive chunks of the building around the impact site falling away. I flip, catching Jess and atfch some ice webbing to a building off to the side, swi ging to the side of it and landing on the side before looking up at the building. There, standing at the top, is a Spiderman. He's got a suit that's red on the shoulders, then transitions to blue around the middle of his torso, a pair silver vambraces with a red sphere in the center of them, and from his back are a set of four long, red, spider legs, each ending in a spike.

I swing back up onto the building, landing off to the new Spiderman's left and he turns to me just before the others all land around him, including the Symbiotes.

"Who are you?" I ask.

"Did you kill Anti-Venom?" he asks.

"Yes," I say. "Now tell us who-"

"Guess again," he interrupts just as Anti-Venom flips over the side of the buildi g, landing against the side of the building above us, behing Jess, Toxin, and Venom.

I form an Ice wall between them but the moment it forms, a fireball hits it from off to the side, obliterating it before another Spiderman lands behind me. I turn to him and swallow hard. He's got an all red suit, a spider made of smoke taking up his entire torso's front, and flames rolling off of his amrs below the elbow, and off the backs of his shoulders.

"A fire Spiderman," I growl. "Great."

"The name's Fire _Spider_," he corrects.

I open my mouth to tell him how little I care, but I'm cut off by yet another new-comer landing on the building, below us this time. It's different. It's mask is split open into a mouth of sharp teeth and a pair of upper and lower fangs, then it has four arms with each hand having two fingers and a thumb each, each digit ending in a claw formed from its suit, as though the suit is actually its skin. Just as I look at it, its mask's eyes blink before it roars, vibrating the steels beams we're standing on, the windows around the destroyed section rattling, a few of the closer ones shattering and falling to the ground below.

"What do you want?" I growl.

"First, we're going to kill the Symbiotes," the one with the spider legs said. "Including the Queen inside of you. Then we're going to kill you and the girl, because you're both compatible. Then, we're going to burn this world to the ground. It's not personal. At least, burning the world isn't. We just don't have another choice."

"Sure sounds personal," Miles snarls.

"Why don't you have a choice?" Peni asks.

"Because it's either this world burns, or all of ours will," Fire Spider says. "He was very specific about it. "Find the spider with ice powers, burn everything he loves to ash."

"Sounds _extremely_ personal," Peter says.

"You're not going to destroy this world," Miles says.

"We're wasting time," the one with the spikes says. "Omega will be here soon. We need to do this now."

"Omega?" I ask. "Is he the one threatening your worlds?"

"Yes," Fire Spider nods.

"Then why don't we all fight him together?" I ask. "There's, what, ten Spider-beings here, plus four powerful Symbiotes? How strong could this Omega guy be?"

"He killed Miguel O'Hara," the one with the spider legs says. "All of them, except for 928 O'Hara."

"Who's Miguel O'Hara?" I ask.

"The most powerful Spiderman," Fire Spider says. "There used to be hundreds. Now there are two."

"We can still beat Omega," I say. "Just have faith. We'll win."

"No," the monster spider hisses. "You'll die. Then we'll eat you."

"No Man Spider," the one with spider legs says. "Maybe we _should_ fight Omega. We have a large group here. We can beat him. We just have to work together."

"As long as I get fed, I'll help," Man Spider hisses. "Plan?"

"Kill him before he kills us," Fire Spider says.

"Can I kill the Symbiotes after?" Anti-Venom asks.

"Maybe," the one with spider legs says before turning, looking at the top of the tower we're on. "He's here."

* * *

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	4. Chapter 4

I do not own Spider Man or any of the characters.

* * *

Omega

"He's here."

I spin, looking up the tower to where there's a spiraling vortex of black and red light beside the tower's antenna. Then, someone came flying through, catching the antenna and spinning around once, the vortex vanishing before they reached it again, before placing their feet against the side of the antenna, stopping themselves on a dime. I stare at the man. He's wearing a black body suit with a massive red skull on the chest that turned into four spider legs shaped like trails of blood below his ribs, red blade-like spikes extending from his arms from mid-forearm to just below his shoulders, two clawed toes on the front of his feet and one on the back, a long pointed tail behind himself, spikes running the length of it on top, and the lower half of his black mask ripped off, leaving only the eyes while exposing his mouth-full of jagged teeth and the huge pincers in front of his mouth, both of which were blade-like and jagged like the teeth of a saw on the inside, made to shred their prey to get the blood, not drain them. I swallow hard as the thing above us looks around slowly before lowering his gaze to us.

"It's...a Spiderman?" I ask.

"Yes," Fire Spider nods. "Omega Spiderman. A monster who enjoys killing, and for whatever reason has his sights set on you."

"And he's using you all to try and kill me by holding your universes hostage," I say. "How's he doing that, anyway?"

"He's in charge of all of his universe's gods," the one with the spider legs says. "He's going to send them to war with ours if we don't kill you."

"Not if he's dead he isn't," I growl. "Any arguments?"

"None," Miles says. "Let's take him down."

"Okay," Fire Spider nods. "Me and my counterpart will keep him busy. Superior, you need to come up with a plan."

"Right," the one with the spider legs nodded. "Go."

Fire Spider nods to me and I return the gesture before we both use our webbing, his being the normal kind of webbing, to hurl ourselves up the tower at Omega. Omega smirks behind his mandibles and leaps forward, falling toward us. Fire Spider launches flames out of his feet, swinging up around in a blurred streak, and throws a punch at Omega, only for Omega to flip, slipping around Fire Spider and slamming a kick into his back, sending him exploding into the tower. Then, as I swing a massive ice mallet at him, Omega punches it, shattering the entire thing before planting his foot in my face. Except, he doesn't throw me. His three toes clamp around my head before he flips, landing on the side of the tower and slamming my head into the window, cratering it but not fully shattering it.

"So nice to meet you, Ben, Lexi," Omega grins, his mouth stretching upward to level with his eyes, betraying just how large his mouth actually is, and how much of me he can bite off if he feels so inclined. "I figured I'd have to come and kill you personally, but I thought it would be because you killed the ones I sent at you. Oh well."

I flip, throwing a kick at him but his free hand snaps up and catches it. Then, Fire Spider's feet both explode into his head, sending him streaking down toward the ground. He flips, catching a window with his feet and shattering it, keeping a massive, jagged piece, before flipping, twin strands of webbing catching him and sending him streaking back upward before he flipped, hurling the glass up at us. I form a ball of my ice power and hurled it into the tower and the ice spike that forms shatters the glass. Then, the ice snaps off, Omega holding it above himself and turning it so the point is toward us.

"You've got to be fucking kidding me!" I groan.

"Unfortunately no," Fire Spider says, hurling a lance made of flames down into the ice spike that Omega has sent hurtling up at us, shattering it. "This is the power of Omega when he's toying with someone."

"I figured as much," I groan, forming a pair of ice knuckles with spikes over each knuckle. "This is going to be a painful fight."

"Yup," Fire Spider nods.

Omega jumps at us as he gets close enough and we both leap downward at him, gravity giving us a boost as we punch at him, only for him to sweep both of our fists aside, then drill his own fist into Fire Spider's head, slamming his head into mine. I fly sideways, my head spinning, and Fire Spider went spinning through the air, completely unconscious. I flip, catching myself with ice webbing before also catching Fire Spider, sending him crashing through a window so I don't have to hold him. However, as soon as I let go of his webbing, Omega explodes into my chest, using my torso to crater the cement wall I'm standing on.

"Alone at last!" Omega grins wickedly. "I'll give you credit for effort at least. I at least got to work up a little bit of an appetite."

His mandibles stretched open as his mouth opened wide enough to bite my head off completely, exposing his mixture of shark-like blade-type teeth, needle-like fangs for sucking blood, and molars in the back. Then, he shot upward away from me, allowing me to see a massive chunk of debris formed from an entire corner of a building flying toward me like a boulder fired from a catapult. However, before I can even think to panic, a strand of white snot-like goo attaches itself to my chest and yanks me to my left, out of the way, then releases me.

I flip, landing on the side of the building as Fire Spider flips out of a broken window beside me and lands a few feet to my right, both of us looking up at Omega, who roars angrily. He streaks down the building at us, actually standing up and running, hurtling along and quickly becoming a blur. Then, four metal spider legs burst out of the wall below him, ripping chunk of wall the size of the average pro linebacker free before Superior flipped, smashing the chunk into the wall, Omega barely escaping being crushed. Omega spun to attack Superior, only for Superior to yank two strands of webbing around, Peter streaking past him and slamming both feet into Omega's face at a hundred twelve miles an hour. Omega shot up the tower before Miles caught him in a bear hug, shouting in effort as electricity screamed across Omega's body, Omega roaring in agony. As he did, Superior grabbed Fire Spider and hurled him up at them. Omega broke free of Miles' grip and twisted around, pulling back a hand and flexing his fingers, long, jagged claws sprouting from its suit's fingers. However, before Omega could kill Miles, Fire Spider flipped, slamming a fireball into Omega's face.

The fireball shot downward a dozen feet before exploding, sending Omega streaking downward at us. Superior nods at me and I sprint up the tower. I form an ice gauntlet over my right arm as I stop, then, as Omega's passing, ice spikes erupt from the back of it as I jump and throw the punch. The spikes hit the side of the tower and launch my fist into the center of Omega's back, his spine snapping loudly before he sails out into open air, roaring in pain. I begin to fall, only for Jess's arms to stretch up and catch me, quickly pulling me down to the ground beside her as Toxin and Venom reach Omega, both of them slamming a double-hammer-fist into Omega's face, Toxin shattering both of Omega's mandibles and knocking multiple teeth loose, and Venom flattening his nose. Omega spins down at me and Jess and I kneel, resting a hand on the ground. Then, ice erupts upward below us in a pillar, hurling us both up at Omega. He manages to turn and punchers as me, but I catch it just as Jess slams her knee into his face as she passes, having jumped off of the pillar while I let it throw me. Omega flips backward and I spin, slamming a kick into Omega's side, and send him bouncing along the ground.

He rolls to a stop beside Spider Ham, who pulls a golf club out of his pocket and shouts, "FOUR!" before slamming the club into Omega's head, sending Omega flying at the wall of a building where there's a black circle about the size of a garage door. Omega passes into the circle and I look up at the tower where Omega's reappeared out of a second black circle at the very top of the tower. Just as he does, Peni's robot, with Peni inside of it, and Spiderman Noir both slam their fists into Omega's face, sending him once again hurtling at the ground. Omega raises an arm to catch himself with webbing, but Superior and Fire Spider jump off the tower, both slamming a kick into Omega's face, speeding him up and disorienting him. He streaks down toward Gwen, who's holding a steel beam about as thick as my torso and about as long as I am tall, though it's folded over on itself into a shorter, larger club, a testament to Gwen's strength. She shouts in effort, beginning to swing the club around at Omega, only for a series of snaps and pops to ring out and blood red goo to suddenly erupt from Omega's body. Gwen gasps harshly, releasing her makeshift club and moving to leap away, only for Carnage to drive his claws through her abdomen, landing heavily on the ground and cratering it, lifting Gwen over his head and grinning wickedly as his claws shift, showering him in her blood.

He turns his head, grinning as he spots me and Jess, and throws Gwen aside. She lands in a heap, and Carnage begins toward Jess and I.

"Ben Dover," Carnage sneers, then pauses as Omega's mandibles regrow. "And the sister of the cunt that managed to find someone stupid enough to fight me for her. This is perfect. I can take revenge on you, kill your cunt girlfriend, and gain the powers of a queen all at once."

"Jess, leave," I say seriously, forming ice gauntlets. "Now."

Jess shakes her head just as Man Spider lands behind Carnage, then bows.

"Great One," Man Spider hisses.

"The girl is yours," Carnage says. "I only need these two."

Man Spider grins wickedly and spins, leaping at Gwen with his arms out to the sides, claws extended and mouth opened wide, only for Miles to swing down, electricity screaming across the bottoms of his feet as he drills them both into his side, sending him crashing into the side of a building. Miles doesn't stop there, and charges Man Spider without a moment's hesitation. At the same time, a handful of the others all attack Carnage from above. Peter. Spiderman Noir. Spider Ham, holding a giant flaming hammer. Peni and her spider suit. Superior. Carnage doesn't even slow as spikes sprout from his back, impaling all of them in several places, several tentacles of goo ripping Peni's suit apart before the spikes become tentacles and throw them all away.

"Just you and me now," Carnage grins, but it drops off his face as Toxin and Venom land between him and us, then Antivenom and Fire Spider land on either side of those two.

"Symbiote!" Antivenom snarls. "Symbiote King! I was created specifically with you in mind!"

"Then you were a failure," Carnage says.

Antivenom streaks forward, throwing a punch at Carnage, only for Carnage to catch his wrist and armpit, then flip and hurl him, sending him bouncing down the road. Carnage stared at his burned hands and hummed thoughtfully before it began to heal.

"You're all foolishly mistaken if you believe you can defeat me," Carnage smirked. "I'm not the same Carnage you knew. I am now Omega Carnage."

"What an original name," I snort, stepping up beside the others. "Fire Spider, don't worry about me. Just make sure you roast this fucker."

Fire Spider nods and Toxin, Venom, and I all charge. Carnage laughs, then streaks forward, slashing Venom instantly and sending him flying. Then, he ducks and spins around my punch and drills a punch into Toxin instead, launching Toxin backward. I turn, punching downward at Carnage, but he steps backward out of the way. Instantly, a wall of ice erupts out of the ground between us just before Fire Spider sends a massive torrent of flame into Carnage's back. Carnage roars in pain and drops, ripping a chunk out of the ground and hurling it at Fire Spider. Fire Spider dodges out of the way, and as he's still ducked down, Carnage appears beside him, punting him in the head and sending him bouncing away. Jess reaches Carnage and throws a punch, but he catches her hand, grinning wickedly before his mouth stretches open widely. Then, I flip over him, my ice mallet flashing around and slamming into him, sending him exploding through my ice wall and into Antivenom's double-hammer-fist. Carnage craters the ground as he lands, only for his arm to transform into a mallet of his own, which he slams into Antivenom and sends him crashing into Venom as Venom moves to help. Venom roars in agony, but Antivenom is off of him before either hit the ground, leaving only mild burns. Carnage stands and Toxin grabs him from behind, only for red spikes to sprout from his back then retract. Toxin staggers backward and Carnage turns, grabbing him by the face and ripping the symbiote off of the host, a man with ratty clothes and a sunken face, now also riddled with holes. The host collapses, and Carnage opens his mouth to eat Toxin, only for Fire Spider to knock his arm away and move to shove a fire spear down Carnage's throat. Carnage roars in a mixture of surprise and fear, hurling himself to the side. Fire Spider transitions perfectly and spins once for momentum before hurling the spear, which becomes an elongated fireball. The flames hit Carnage and explode, engulfing him instantly as I step up beside Fire Spider, giving him a low five.

"I love our borderline magic powers sometimes," I say.

"They _do_ have their uses," Fire Spider agrees.

"What the fuck!?" a voice shouts.

We all spin, seeing a police officer standing there, looking around. We're standing before a bonfire where there's a slime monster roaring in agony and flailing around, Antivenom is taking over Gwen's body to heal her, Venom is picking up Toxin, and off to the side, Man Spider is repeatedly slamming Miles's head into the ground, though two of his arms are hanging limply at his side, so clearly he has been put through his paces.

"What's going on over there?" a voice asks from his radio.

"Davis, it's…" he trails off, unsure what exactly to call the scene.

I glance at Miles and Man Spider again in time to see Gwen and Antivenom have Man Spider pinned to the ground now, looking just in time to see Gwen slam one solid punch into Man Spider's face and knock him out before Antivenom leaves Gwen to start tending to the others. Just then, a stole slams into the back of my head just as Carnage roars, the fire on his body suddenly dying out before Carnage sank back into Omega. Omega doubled over, panting and gasping for breath for a moment before beginning to laugh. His laugh grew more and more hysterical, and maniacal, until he bent backward, holding his stomach. Finally he gasped for breath before hissing, grinning at us.

"That took a bit longer than I expected," Omega grinned. "But now it's over. I've absorbed Carnage. All of his powers, and none of his weaknesses. I have become completely unstoppable."

Suddenly, a massive red goo blade sprouted from his right arm in a crescent, both inside and out sharpened, and he slashed at me and Fire Spider from my left. Fire Spider leaps over the blade and I duck under, it, however, as Fire Spider hurls a fireball at Omega, Omega's left arm turned into red goo and shot outward, punching _through_ the fireball into Fire Spider's face, Omega completely unfazed by the explosion that engulfed his arm briefly. I leap at Omega, throwing a punch, but his left hand retracts before slamming a punch into my right side, sending me bouncing across the ground. I roll to a stop beside the officer, who instantly kneels, helping me stand.

"What's going on?" he asks.

"That monster is called Omega," I say. "He wants to destroy everything, and I'm starting to think he has the power to do it."

"How can I help?" he asks.

"You can't," I say. "Unless you have super powers."

The cop looks around as Venom and Antivenom struggle to land a hit on Omega, along with Miles and Gwen. Fire Spider joins them just as Venom is sent crashing along the ground, and Jess steps up beside me, now holding Toxin.

"What about that thing?" the cop asks, pointing at Toxin. "It's one of those snot monsters, right? It needs a host to fight, but it's on your side?"

I look between the two before turning to the cop, forcing myself to ignore the sounds of my friends being beaten bloody by Omega. "If you do this, you will probably die. And we have no guarantee that we can even beat Omega."

"I know," the cop nods. "I want to help."

"What's your name?" I ask, just as Spiderman Noir, Spider Ham, and Superior all pass us to join the fight, most of them bandaged with ripped pieces of their suits.

"Pat Mulligan," the cop said.

"Well then Pat, welcome to the worst day of your life," I said. "He's all yours Toxin."

Then, I spin, leaping at Omega just as he's busy slamming Miles into Gwen. I drill an ice gauntlet into the side of his jaw, shattering the gauntlet, and Omega flips away, crashing into the tower before roaring and charging again. I look around. Besides me, Jess, and Toxin, who's in the process of bonding still, everyone else is down for the count. I hold out my arm. "Jess!"

Jess streaks forward and begins to cover me instantly. Omega leaps at us, but Toxin reaches him first, his fist exploding into Omega's face and hurling him away.

"Pat Mulligan is Compatible," Toxin says. "We'll help you."

We nod and we all charge. Toxin leaps over Omega's first strike, slamming a kick into Omega's face before landing and grabbing him by the front of his suit, turning and hurling him at us. We form an ice gauntlet on our right arm that's more thick and solid than I can make along, and which has spikes bristling from the front of the gauntlet's fingers. We slam the gauntlet down into Omega's head, smashing his head into the ground and cratering the ground, shattering the gauntlet, before forming an equally solid boot and shattering it against Omega's face. Omega streaks backward at Toxin, who leaps off of the tower to slam a lariat into Omega, flipping him end for end before he crashed to the ground. Then, as Toxin turns to strike at Omega again, Omega's red goo hand drives itself through Toxin's abdomen, hurling him aside and leaving him to try and heal Pat. We charge, ducking under a slash of Omega's claws, and slam a punch into his gut, then jump, slamming a knee into his face. We flip, sending out a strand of ice webbing to the ground, then twist and yank, a massive spear of ice exploding out of the ground at Omega, only for Omega to catch himself on the head of the spear, just shy of being impaled.

The ice webbing attached to the spear yanks us up with Omega, and he leaps off the spear at us, only for us to yank the ice webbing and send ourselves streaking up at him. We form a gauntlet and send out arm shooting outward at Omega, extending the arm using our goo, and out gauntlet explodes against Omega's face just as Omega slams a red goo fist of his own into our face, hurling us back at the ground. We flip, catching ourselves on the spear, which has stopped about half the height of the tower. Omega has landed on the side of the tower and roars at us. We attach two strands of goo to the ice spear and hurl ourselves backward before the goo snaps back to its original length, sending us flashing through the air to Omega, exploding into him and sending us both exploding through the wall of the tower. We crash to the ground, rolling to a stop on top of Omega, pummeling him for several seconds before he opens his mouth and spits a glob of red goo onto our face. We freeze it and rip it off instantly, but just as we do, Omega slams his feet into our chest, sending us exploding into the side of the spear, breaking the top off.

Omega leaps after us and we crash through the relatively small bit of ice that's still behind us, beginning to fall as we trad punches with Omega. Finally, he grabs our head, yanking forward, nearly biting our head off as his mandibles snap closed, but we duck out of the way. He struggles to pull us into his jaw again and we fight to stay out of the way, glancing out of the corner of our eye as the buildings below us speed toward us. One of them has an antenna. We slam a punch into Omega's head, then shove him off of us just as we reach the antenna, which impales Omega through the head. We catch the building with ice webbing, shoulder dislocating as we jerk to a stop, then swing up and back around. We land on the roof below Omega and our shoulder resets itself and heals. We stand, watching Omega in silence for a moment before forming an ice sword and removing Omega's head for good measure. The body falls to the edge of the roof, the antenna having been in the corner, and we turn, swinging down to the others before separating. Jess moves to begin healing the others, Venom and Toxin both already halfway done.

"We did it," Miles sighs.

"I can't believe it," Superior breathes, seeming in awe as he watches the headless body before turning to me. "You won. That was...amazing!"

"Thanks," I say, holding a hand to my chest and closing my eyes, trying to see if I can sense Lexi as anything beyond an agonizingly uncomfortable pressure in my chest.

After a moment, she shifts, barely, as though to let me know she's still alive, and I sigh in relief.

"We should get the hell out of here before the cops show up," Peter says just as Venom leaves him. "Well, any more cops."

"Yeah," Pat says. "I'll stall if I can."

We nod and return our focus to our still-injured friends.

* * *

Jake watched the spiders in silence, mouth hanging open. He couldn't believe what he had just seen. His little cousin, Ben, was a spider. And not only that, he could create ice from nothing. And Jess! Jess was some kind of disgusting slime monster! Like that one that had attacked Ben on the news so long ago. He felt his stomach roll at the thought and turned, leaning against a building beside himself, vomiting. He had kissed a snot monster. He had _fucked_ a snot monster. He vomited again. He was going to need so much therapy.

Just then, something hit the ground behind him and he turned, eyes widening as he stared at the monster Ben had just killed. It was standing before him, headless, and he could only stare. He couldn't move. He couldn't scream. He was too afraid. His pulse pounded in his ears as the corpse raised a hand, grabbing him by the face, covering his mouth and dragging him forward until his face was mere inches from its severed neck. Now he creamed, but the hand muffled him. He pulled back, pushed against the corpse, beat on it, but it didn't budge and neither did he. His eyes flicked over to where all of the spiders were facing away from him, including Jess. If he could just scream loud enough. He inhaled, then froze as something warm and wet splattered over his face.

His eyes turned back to the front as a spider the size of a Huntsman Spider, but made out of red goo, forced its body halfway out of the corpse's neck, just in front of the spinal cord. It raised its front two legs as its jagged, blade-like pincers opening, and released a high, piercing, yet quiet, shriek. Jake screamed again, fighting even more desperately to escape, but again went nowhere. Then, the spider was free and jumped, landing on to corpse's hand and in seconds had burrowed through it. Jake's scream went silent as he began to gag, body trying to reject the thing crawling down his throat. He turned as the corpse collapsed, vomiting repeatedly, but was not greeted by the sight of a spider being ejected from his body. Then, the spider bit into the wall of his throat and agony flooded him before his fear and pain swallowed him and he collapsed.

* * *

I groan as I sit down on the couch, one hand pressing against my chest. Waking up with Lexi inside of my chest cavity isn't nearly as fun as being on an extended adrenaline high from a fight to the death with her there. The pain feels fresh and exaggerated, compared to having barely noticed it while I fought. I sigh, tilting my head back and stare up at the ceiling. I wish there were a way to heal her faster. Both for me to stop feeling the pain, and also for her to be healed. My phone begins to ring and I frown. No one ever calls me, except Miles, or one of the others, if they happen to be in our universe and want to meet up. However, I know it's not them, because after the fight, everyone who's not a symbiote decided to crash at me and Lexi's house for the night before leaving for their various homes and universes.

I pull the phone out and see it's Jess, answering instantly. "Hey, what's up?"

"Is Jake there?" Jess asks.

"No," I say sitting up. "Why?"

"He never came home last night," Jess says. "I waited up for him, but he hasn't come home. I'm worried. What if...What if he never speaks to me again? I mean, after what he saw..."

"I'm sure he's fine," I say. "Why don't you come over, and I'll give him a call."

"But...what if he comes home?" Jess asks.

I sigh quietly. "As much as I hate to say it, if he's not there yet, he's probably not going to be, for a while, at least. The police might have picked him up on their way to the fight, and they could have him at the station."

Jess is silent for a long while. "Alright. I'll come over. It'll give me the chance to check on Lexi, too."

"You can do that?" I ask.

"Yes," Jess says. "When I bond with you, I can check on her. If you don't mind."

"I don't mind," I say. "I'll see you in a bit, then."

Jess hangs up without saying goodbye and I sigh, dialing Jake. However, it goes to voicemail instantly. I frown. That's weird. Jake never lets his phone die. He's as careful about it as I am. I set my phone down and clasp my hands, pressing my lips against them as I consider possibilities of what might have happened to Jake. There's always the police picking him up, but aside from that, there's a chance Omega had some kind of power we're not aware of, allowing him to miraculously survive being impaled through the head and decapitated. Or maybe Carnage wasn't fully absorbed after all. That thought scares me. If Carnage wasn't fully absorbed, if he got Jake, it's only a matter of time before Carnage comes after us, and probably only a slightly longer amount of time before Jake dies.

"What do you think, Lexi?" I ask quietly, receiving no response, not that he actually expected one. "I suppose we'll have to go check the area again."

I sigh, settling in to wait for Jess, deciding she should be there to help me search.

* * *

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	5. Chapter 5

I do not own Spider Man or any of the characters.

* * *

Missing

Jess separates from me, reforming in front of me and shifting back to her human appearance, looking just as miserable as before she had checked on Lexi. "She's healing quickly. She might actually be done by the end of tomorrow. It'll hurt a lot for her to leave your body, but You probably figured that out for yourself."

I nod. "Jess, don't worry. We'll find him."

Jess remains silent. I sigh, taking her hand in mine and lift her head to make her look at me with the other.

"Hey, we'll find him," I promise. "Even if he's gone to another universe, we'll go after him. I promise you. No matter what happens, I will bring Jake back to you."

Jess smiles, eyes watering and leans forward, kissing me for a couple seconds before pulling back. "Thank you. I can understand why Lexi fell in love with you. If I'd met you before Jake, I might have too."

I smile slightly. "Careful now. Lexi can probably hear everything we say."

Jess smiles and nods. "Where do we look first?"

"We'll stop by the police station first," I say. "If he's not there, we'll head for Fisk Tower. Maybe he's hiding somewhere there."

Jess nods and I pick up my backpack, which has my suit in it, then head out of the house. I left a note on the table explaining where we went to the others, whenever one of them woke up. We head to the police station and almost as soon as we walk in, Pat Mulligan walks over to greet us. He's still with Toxin, so he passes on Toxin's greeting as well.

"What...uh...What are you two doing here?" Pat asks.

"We're looking for my cousin," I say. "Her boyfriend. They showed up at the fight together and when she started helping, we didn't have time to make sure he got somewhere safe, for obvious reasons. We thought maybe he got picked up by the cops after the fight."

"No, sorry," Pat said, shaking his head. "We actually aren't holding anyone right now." He paused, frowning. "Toxin says he can still sense Carnage."

"He can?" I frown, looking to Jess, who shakes her head, also frowning.

"I can't sense anything," Jess says, frown deepening. "He's proving to be very difficult to kill."

"You're telling me," I grumble. "That fucker's been a pain in my ass for far too long. Come on. We need to check the tower. Are there any cops there?"

"Tons of them," Pat nodded. "They're still trying to figure out what the hell happened, as well as whether or not they can fix it, or leave it as a crime scene. Oh, and don't worry about the blood. I bleached it all before anyone else showed up."

I nod. "Alright. We're going to head over. If anything comes up, let us know."

Pat nodded. We leave the police station and catch a cab to the edge of the Fisk Tower crime scene. Truth be told, I'm honestly surprised the cops didn't show up sooner than they did. Not that it matters. The fight's over, none of us got arrested, and we still need to find Jake. As the cab stops, I see a huge crowd standing around the police tape in one of the alleyways. I glance at Jess and we walk over to it, pushing through to the front and stopping to stare at the body lying in it. Omega's body. Except, that's definitely not where we left it. Aside from that, there's a hole in its right hand that we definitely didn't put there. I frown, looking up at the roof, but it's the wrong one.

"Look at it's neck," Jess whispers.

I look, squinting slightly as my frown deepens. There's a hole just in front of the spinal cord. Not like the throat or windpipe. There's a hole like something came out of the body. I swallow hard. If something came out, the question is, what? And where did it go? I stare at the body for another few seconds before raising my eyes and looking around. There really are a lot of cops. Upwards of a hundred. I sigh, turning and walking away, jess following.

"We can't leave yet!" Jess says. "We haven't even looked around."

"We can't do a thorough enough search with the cops around," I explain. "We'll have to come back tonight, and we'll bring the others."

Jess hesitates before nodding. "Alright. But you have to promise me we won't call that one off, no matter what."

"I promise," I say. "We're not going to abandon Jake, even if we have to look for him while fighting Carnage.'

Jess nods and hugs me, then we continue back to the house. As we arrive, the others are all eating a late breakfast, really more of a lunch at this point, and all greet us tiredly as we walk in.

"We're heading back to the tower tonight," I say, everyone staring at me.

"Why?" Miles asks.

"Jake's missing, and something moved Omega's body after we left," I say. "It looked like something had crawled out of his body through the throat, then went through his hand, and there was puke all over the ground beside it."

"Great," Superior sighed. "So basically, Omega's still alive somehow?"

"Not the body we fought," I say. "Hell, we don't even know if the something that came out of him was even alive or an object. We just know that something came out and now Jake's missing."

The others all nod.

"We'll be there," Peter says. "We'll have to do something about Man Spider too. He's currently restrained upstairs. Lexi's two bodyguards are watching him."

I look up at the ceiling before heading upstairs to the attic where the two Symbiotes that were posing as Lexi and Jess's parents were sitting on a pair of chairs, watching Man Spider as he hung against the wall, webbing covering his body and keeping him spread eagle.

"Don't underestimate him," I say.

"We won't," Lexi's father said. "How's Lexi?"

"Improving," I say. "Jess says by the end of tomorrow she should be healed."

Both nod. I glare at Man Spider for a moment before turning and walking back down to the others. As I arrive, everyone's piling their plates in the sink. I sigh, walking over and beginning to wash them, Jess joining me after a few minutes. Everyone else leaves, most heading home and the others to see the city, since Superior's group agreed to help look as well, and therefor, will be sticking around a bit longer. As I'm washing the dishes, Jess glances at me several times, a mischievous smile slowly growing on her lips as time wears on. Finally, I turn to ask her what's so funny just as she dips the end of her twisted hand towel in the water, then flicks me with it, earning a loud crack like a whip and a yelp of pain. She snaps it again and I narrowly avoid getting a second welt. Jess grins wickedly and twists the towel back up as I keep the kitchen's island counter between us, knowing she's too merciful to aim for my face.

"I'm trying to clean your house," I say. "Please stop trying to kill me."

"No way!" Jess laughs. "This is fun! You're a much better target than Jake. More of a challenge."

She leans across the island and I dart to the side, only for the towel to snap me in the backside. I yelp again, hands covering my ass as she laughs. However, as she starts to twist the towel again, I dart to the sink, pulling the hose out and spraying her in the face. She shouts indignantly, staggering backward and I laugh. She reacts the same way Lexi does. I grab a freshly cleaned cup and fill it with clean water as she glares at me, wetting her towel against her drenched shirt before twisting it again.

"Last warning Jess," I say. "Truce or I'm going to end it with you the same way I do with Lexi."

Jess smiles seductively. "Does that mean you're willing to have another go?"

"Really?" I ask. "You're thinking about sex? Now?"

Jess's face falls a little. "I need something to distract me. And if that does it..."

I send the cupful of water into Jess's face and she sputters and blinks, then grins wickedly as I refill the glass. However, she's faster and darts forward, snapping me in the side before grabbing the glass and dumping it over my head. As I stagger backward and wipe the water out of my eyes, she tackles me to the ground, tickling me. I fight to hold my laughter back finally managing to catch her arms before rolling, pinning her to the ground. She struggles to get free, but I cover her in ice webbing, leaving only her head and armpits free. Then, I get to work, tickling her. Laughter peels out of her and I grin. She's as ticklish as Lexi. After a couple of minutes, she starts begging for relief, claiming to be about to pee herself. I go a little longer before finally relenting and allowing my ice webbing to melt. She's up and sprinting to the bathroom instantly, laughing as she calls me a string of bad names. After a couple minutes, she flushes and comes back out, glaring at me.

"You're so mean!" she complains. "I almost peed myself!"

"I let you up," I shrug, grinning. "Besides, I've lived with Lexi for two years. You're not guilt tripping me."

Jess pouts for a moment before smirking and crossing her arms. I raise an eyebrow just as cold water splashes down on my head. I jump up and spin, seeing Gwen standing behind me, grinning wickedly.

"Got you," Gwen smirks.

I huff, wiping my hair back off my forehead. "Cheaters."

Both laugh and walk out of the kitchen. I sigh and kneel, freezing, then evaporating the ice on the floor and counter, then return to doing the dishes, finishing after a few minutes. When I head into the living room, Gwen and Jess are sitting on the couch watching the news. It's a report on the damage we did. The police are announcing Pat's story, finally. A symbiote, which the police have dubbed Slimes, attacked the Ice Spider, which is what my name eventually got abbreviated to for simplicity by the cops, and the Ice Spider fought back, resulting in the ice. However, when the Ice Spider couldn't win, all of the other Spiders, to include White Spider, which is the name the cops gave to me when Lexi and I are joined since they think it's a different person, all arrived and helped, the Ice Spider eventually defeating the symbiote, by impaling its freaky, heavily mutated monster host on an antenna, then decapitating it when it tried to come back to life anyway. However, they didn't go into detail about why the body was three alleyways away from the head.

"That is so horrible," Jess says, crossing her arms. "I can't believe they're calling us Slimes!"

"They don't know any better," I say. "Besides, is it really wrong?"

I poke her in the side and she growls warningly, covering her sensitive ribs and scooting away from me, eyes narrowing suspiciously.

"That's not the point," Jess says. "It's degrading. It's like saying you're the same as monkeys."

"We tell ourselves that," I shrug. "However, I _do_ understand. but what are you going to do? March down to the police and tell them that you're called Symbiotes, not Slimes, and oh, by the way, you're one of the two queens of the entire species?"

"Maybe I will," Jess says, though I know she's just trying to argue.

I roll my eyes. "Right. And I'm sure we also didn't all just get our asses handed to us by one guy, even before he used Carnage."

Jess grimaces. "Yeah, that wasn't our proudest moment. Would have been different with the real White Spider there."

"What do you mean?" Gwen asks.

"He resonates better with Lexi than me," Jess says. "He's...more compatible with her. He's compatible with all symbiotes, just like you, so long as he chooses to work with them, but with Lexi it's to a greater extent. With me, we're working together, but with Lexi, they practically become one being."

"Is it because he's in love with her?" Gwen asks.

"Maybe," Jess shrugs. "Honestly, we're not sure how it works. For all we know, the spider that bit you could have been part symbiote."

"Is that possible?" I ask.

"I don't see why not," Jess says. "Especially with a queen."

I'm silent for a long moment, the gears in my brain churning rapidly. Jess and Gwen both recognize the look and sit up straight, Jess switching the TV off.

"What if Omega's spider was different than ours?" I ask. "Peni's has a telepathic link with her and controls her robot. So what if Omega's was still with him. What if his was a parasitic spider?"

Jess and Gwen glance at each other.

"That...would give a possibility for what came out of the body, and maybe how it moved," Jess says.

"More than that," I say. "Omega absorbed Carnage into himself and took control of his powers, but if Carnage wasn't absorbed as well as Omega thought..."

"Carnage could have possessed the spider!" Gwen gasps.

"And when the spider left the body, it found someone that was vomiting in an alleyway," I say. "Maybe...Maybe at the thought of having been with a symbiote, or at seeing someone decapitated."

Jess pales. "No. Oh God. It took Jake."

"We need to get the others," I say. "Omega's not dead. Omega was the spider, not the host."

All three of us are up in an instant and I run up to my room, quickly changing into my suit before running back downstairs, finding Gwen already in hers and Jess having formed herself a suit. We leave instantly, me and Gwen quickly calling the rest of our group on the way. As we reach the tower, Pat Mulligan and Miles's father, Davis, are the only two cops there. I land in front of them, the other two landing behind me. Pat only jumps slightly, but Davis reaches for his gun, only for me to stick it in place, as well as the taser and pepper spray.

"We're not here for trouble," I say, raising my hands. "One of our friends was here when we were fighting. We tried to protect him as best we could, but he was missing after the fight. We were going to wait and search tonight, but we've run out of patience. We have a theory about what happened to him, but we really hope we're wrong."

"What friend?" Davis asks.

"You wouldn't know his name," I say.

"What's your theory?" Pat asks.

"We think the creature we were fighting had a special kind of parasite inside of it that the symbiote, what you call a Slime, infected. Then, after we...finished the fight, we think the symbiote used the parasite to infect our friend, that way the symbiote could take him over, and the symbiote as well, maybe. We need to find him. Both to save him from the symbiote, parasite, and himself, and also to protect the city from anything they make him do."

"Oh how adorable!" a voice I know all to well shouts from above us.

We all spin, staring up the tower at Carnage, who's standing on the wall, grinning wickedly down at us, arms crossed. I swallow hard.

"Shit, he's still alive!?" Peter demands, landing beside me, the others, including Superior's group, landing around us, Miles and Gwen standing protectively in front of Davis, Pat also remaining with them, if only to avoid blowing his cover.

"Worse," I say as the red goo slowly sinks into the host, leaving Jake standing on the side of the tower. "Omega's spider was parasitic, and Carnage took it over, then got to him."

"Well done, _Ben Dover_," Jake sneered. "You're actually pretty sharp."

I can feel Davis staring at me, undoubtedly trying to decide whether or not to add the name to his report and expose me for who I am.

"Carnage, get the hell out of Jake," I snarl.

Jake laughs, horribly. Evilly. "Carnage isn't here right now, Ben. It's just me. Your dear, darling cousin. Your hero. Remember? Back when you didn't care about anyone but yourself? Two days ago, when you fucked my girlfriend?"

All eyes turn to me, except Jess, who's staring at Jake in shock and guilt, her mask pulling back in strands, revealing her face. I pale under my mask, swallowing hard.

"How do you know about that?" I ask.

"My new friend told me," Jake snarled.

"Jake-" Jess was cut off by webbing attaching to her face, covering her mouth.

"Shut your fucking mouth, you whore cunt!" Jake snarls. "I can smell my cousin's dick on your breath from here! So, Ben, any speeches you'd like to give me? Any long-winded talks about how you're a better person than me?"

"I never said-"

Jake roars, every bit as loud and monstrous as Omega's had been. "Come on Ben, go ahead. Say it. Say you're a better person than me."

"Jake-"

"SAY IT! ! !" Jake roars. "Or I'll rip that _parasite_ our of your chest and feed it to Carnage!"

I swallow hard. "I'm a better person than you."

Jake growls loudly, growing even more angry after hearing me say what he wanted. "I'm going to kill you, Ben. You know that, right? I'm going to rip you apart, piece by piece, until there's nothing left for your whore to heal. I'm going to feed Carnage both of those cunt sisters, and then I'm going to kill all of your precious spider friends. Anyone you care about is going to die, drowning in their own blood, just for knowing you."

"Jake, it doesn't have to be this way," I say.

"Please!" Jess pleads, finally having gotten Jake's webbing off. "Carnage is controlling you! Please, let me help you! I can explain everything! Just give me a chance!'

"Oh, I gave you a chance, whore," Jake snarls. "But instead, you would rather fuck every guy in a ten mile radius, including my own cousin, _and your own sister_, than be faithful to me. I'm going to take special pleasure in torturing the three of you to death."

"You're a hypocrite," I say. "You're mad at her for being with other people, and yet you did the same thing. The difference was, you _knew_ it was wrong. She didn't. She's not human. She's still learning about our views and beliefs. You knew before hand and you didn't care."

Jake snarls angrily before Carnage reforms, grinning wickedly.

"If you think you can save him, I invite you to try," Carnage says, holding out a hand, some form of device growing from his palm and opening a small black hole beside him. "If you can find me, that is. I'm going to give you seventy two hours to find me. I've even left a list of possibilities to work through. But you'd better work fast. Because if you don't find me by the deadline, I'm going to keep Omega's promise. All of your universes will burn."

Then, he turns and jumps into the black hole, which shrinks out of existence instantly. I swallow hard before kneeling beside Jess, who's on her knees, sobbing. I gently pull her into a hug and she sobs into my chest. No one speaks, and after about twenty minutes, we all head back to may's house, including Pat, who's silently agreed to help, Davis heading back to the police station and promising to report nothing.

* * *

Leave a review.


	6. Chapter 6

I do not own Spider Man or any of the characters. Starting now, I'm going to be doing a mixture of crossovers and making up universes as I go, so try to bear with me, and if you have any suggestions for a universe, I'd love to hear it.

* * *

Splitting Up

I stare at the computer in silence. the plan isn't good. The list was longer than we thought. Enough that, for the most part, we're pairing up and taking one universe per pair, and yet still each pair has an average of three separate universes to check using a small watch-like sensor Peni made that could apparently scan an entire universe in a few hours. There's a couple of exceptions, of course. Fire Spider's going alone, and Superior and Antivenom are taking Man Spider back to his own universe, since it's on the list, then locking him up. I'm with Jess, heading to one of the other worlds, one with the designation of 199999. It's listed as one of the ones that shares its laws of physics with us, because apparently there are some that don't, but that's about all we know. We don't even know if there's a Spiderman there.

"Is everyone ready?" Peni asks. "We might not be able to talk to each other once we're scattered, but your sensors should be able to scan the entirety of that reality in about four hours of this universe's time. If the scan comes up negative, head for your next destination."

"Question," I say, raising a hand. "What do you mean 'this universe's time?'"

"Some of them experience time differently," Peni says. "Yours is a lot faster. A few hours here will be a few days there."

I nod. "Well, at least we'll have time to get to him if he's there. That raises another question, though. Is he going by the time flow of the universe he's in?"

"We'll have to hope that wherever he is, its time is so slow we have a long time here, because we have a lot of universes to go to," Peter says. "Alright. Enough wasting time. Let's get this over with."

Everyone nods and, one by one, opens portals to their chosen universe, all heading through in silence. Finally, it's me and Jess's turn and we step through our portal and stop, looking around. We're standing at the top of the Empire State Building, having agreed that it would draw less attention to us. Around us, the city looks completely different. Off to one side, there's a gigantic tower that I definitely don't recognize where Fisk Tower is in our universe, our school is gone, there's a huge memorial site with a statue of what looked like a robot, apparently the thing being memorialized, but there were others. He saw a pair of murals of faces, and he could make out that one of them was an old man with white hair and a kind smile that somehow gave the impression that he knew something you didn't. The other was a man in his forties or so with combed hair, a serious expression, and a goatee and mustache.

"Wonder who they are," Jess says.

"I'm sure we could ask, but then we'd look stupid," I say. "Come on. Let's go find a place to change. Better to be inconspicuous for now."

Jess nods and we swing down to an empty alleyway where I quickly slip out of my suit, pulling on a pair of jeans and a tee-shirt, passing the suit to Jess, who absorbs it, keeping it inside of her body, so I don't have to carry around a backpack. It was actually a good idea, which I'm kind of annoyed I never thought of before. Actually, to be fair, I didn't think of it at all. It was all her idea. We walk to the memorial and I squat down, reading the plaque at the base.

"Tony Stark," I say. "Says he was some hero called Iron Man, and he sacrificed himself to save the entire universe from something called Thanos. Probably a person."

Jess nods. "Probably. We could find a computer and look them up."

"Good thinking," I nod.

We start down the street, looking for an internet café, since my phone is unable to connect to the internet of this universe, for some reason. We stop, however, as we see a group of robbers running out of a jewelry store and into an alleyway nearby. We run after them, Jess enveloping me the moment we're out of sight, and we jump, swinging through the alleyways and around the corner, only to stop on the wall, watching as the Spiderman of this universe finished sticking one to a wall with his webbing. his suit was fancy. He wore one made of some kind of metal with gold highlights and small blue lights here and there.

"Oh, so there _is_ one here," I say, the Spiderman spinning and holding out a hand to shoot webbing at us but stopping, seeing us in a white spider suit, kneeling on the side of the wall with our feet and right hand.

"Who...You…" he stared before holding his hands to the sides of his head. "Holy shit! You've got the same powers as me! Oh my God! That's incredible! How much can you lift? Do you have that sense thing? Do you know of any more?"

He asked all of the questions within about a second and we hold up our other hand, stopping him. He sounds young. Probably about our age.

"Calm down," I say. "Let's get somewhere to talk, then we'll answer your questions."

"We?" he asks. "So there are more? Shit, sorry. You're right. Let's go."

We turn, swinging away and the Spiderman follows us. After a bit, we reach the top of a tall building and land in the middle of it, the Spiderman landing behind us, mask deconstructing like it's dissolving. We cock our head to the side as we watch it. He looks a little like Peter, but with a thinner face and darker brown hair.

"How's your mask do that?" we ask.

"Oh, this suit's made out of nanites," the Spiderman says. "I got it from Mr. Stark."

"Mr. Stark?" we ask. "Tony Stark?"

"Yeah," the Spiderman nods. "Do you know any other Starks?"

"Actually, we don't know any at all," we say, Jess separating from me, leaving me in my suit, my mask in my hand.

"Whoa!" the Spiderman says, gesturing between us excitedly. "That's so cool! how'd you do that? Is that your superpower?"

"Calm down," I say. "We'll explain, but you gotta listen. You're more energetic and talkative than the others. Anyway, my name's Ben. I'm called the Ice Spider because I don't have actual Spiderman powers, I have ice powers that can replicate them. I'm like, as much as I hate to admit it, Subzero from Mortal Kombat."

"So you can generate ice?" he asks.

I hold out a hand, forming a miniature version of the robot's statue out of ice.

"That is so cool!" he says.

"So, is this like, a robot?" I ask.

"No, it's a suit," he says, frowning. "Do you really not know who Iron Man is?"

"We're from a parallel universe," I say. "I assume you've heard of the Multiverse Theory?"

"Yeah," the Spiderman nods.

"Well, it's true," I say. "Not quite as...detailed, as the theory, but there _are_ separate universes. I'm from one. She's from another. This is Jess. She's not really a Spider, since she usually doesn't fight crime, but she's acting as a stand-in for White Spider, her sister, Lexi. My girlfriend. They're an alien race known as Klyntar, or Symbiotes. They're organisms that usually have to bond with other life forms to survive, at least in our atmosphere, but Lexi and Jess are the queens, so they have the ability to survive without them."

"So, where's Lexi?" the Spiderman asks. "I'm Peter, by the way. Peter Parker."

"I figured," I nod. "Lexi is actually here too. She was wounded, so she's resting inside of my body, healing slowly. Pretty soon, she should be healed and she'll be able to leave my body again." I grimace, not looking forward to that pain, despite being anxious to be able to hold Lexi again. "Anyway, symbiotes are made of...well...it's kinda like snot."

Lexi shifts inside my chest and Jess smacks me in the arm. I chuckle, rubbing my shoulder and holding a hand to my chest.

"That's...um...okay," Peter nods. "So, what are you doing here?"

"We're looking for my cousin," I say. "He was infected by a parasitic spider from another universe that's going to turn him into a monster, as well as having a psychopathic, murderous symbiote named Carnage inside of him. We need to find him, but we don't know where he is. So we're traveling from one universe to another to look for him."

"You're going to search every single universe, like the whole universe, until you find them?" Peter asks. "That's...going to take forever."

"This will search it in a few hours our time, a few days here," I say, holding up my wrist, my sensor outside the suit.

"Whoa, cool!" Peter says, stepping forward to check it out. "Sorry."

"It's alright," I say, taking it off and handing it to him. "Just don't mess with anything."

He nods, inspecting it for a moment before his phone rings. He hands the watch back and pulls his phone out, answering. "Hello? Oh shit! I'm on the way back. Stall a little more for me! Thanks Ned!"

He hangs up, reforming his mask. "I gotta get back to class. Meet me on the Empire State Building later, alright? I got a thing tonight, but before then, it'd be awesome if we could talk."

"Sure," I nod.

He turns and swings away and Lexi envelops me again, taking the suit back before swinging us down into an empty alleyway and separating from me. We follow Peter back to his school. Since we're here a few days, we've already agreed to enroll in the school as temporary transfer students, if only to give us a chance to learn about the universe we're in, as well as pass the time. We have convincing forged documents already, and when we reach the school, one of the students directs us to the principal's office, though a lot of the guys we walk past stares at Jess as we walk past. She doesn't seem to mind, but I find myself feeling a bit protective of her. I shake my head, forcing the thoughts away and sighing. This has been happening ever since I found out she sleeps with people other than Jake. I want to teach her to be monogamous. So guys that she'd definitely be willing to fuck staring at her ass with little to no attempt to hide it is annoying me.

"Can I help you?" the school secretary asks politely.

"We're supposed to be transferred here," I say, holding out the papers, including some for Lexi. "Me, Jess, and Jess's sister Lexi. She's a little sick today, or she'd be here, but she should be better tomorrow."

"Alright," the secretary nodded. "I'll get the paperwork started, should just be an hour or so. And you're all in luck. There's a field trip tomorrow. You'd better pack. You're going to Europe."

My eyes widen before I grin. "Sweet. Uh, is it a problem for Lexi that she's not here?"

"Not really," the secretary says, shaking her head. "She can sign her papers in the morning before you all leave for the airport."

I nod and we sit down to wait. As we do, I feel my chest starting to ache more and more and hold a hand to it, feeling Lexi shift slightly. I wince, then nudge Jess.

"I've got to go," I say. "I think she's feeling better. I'll be right back."

Jess's eyes widen before she smiles widely and nods. I quickly hurry out of the room before finding a secluded place and sit down to wait. After a couple minutes, Lexi suddenly begins to move. I suck in a breath and grit my teeth, clamping down on a scream, my face screwing up in effort. Then, after a minute, my left palm splits open and Lexi forces her way out of it, immediately enveloping me and healing the damage before we separate again and she helps me stand. I throw my arms around her instantly, kissing her.

"I'm so glad you're okay," I smile, resting my forehead against hers.

"Thanks to you," Lexi says. "Sorry for hurting you so much."

"It was worth it," I smile. "Come on. We should go finish enrolling. You know everything that's happened, right?"

Lexi nods, and I return the gesture before we head back inside. As we reach the office, Jess is just finishing with her paperwork and smiles up at us, jumping up and hugging Lexi.

"You're back!" Jess cheers. "Are you alright?"

"I'm fine," Lexi smiles. "I feel much better. So, Ben says I have some paperwork to do?"

"Yes," the secretary nods, handing us both our paperwork.

She helps us fill it out, then decides we'll get lockers when we get back from Europe. She hands us our class schedules, and we leave, walking through the school to the room where we have study hall. I open the door and my face splits into a grin, seeing Peter sitting at a small group of desks, talking quietly to an overweight Hispanic kid, probably Ned.

"Step five, I tell her how I feel," Peter says. "And then, step seven, hopefully she...tells me she feels the same way."

"Don't forget step seven," Ned says, Peter preparing to write it down. "Don't do any of that."

I snort, covering my mouth as Lexi and Jess both smile knowingly. Ned and Peter look up at us as we sit down with them and peter stares at Lexi, wide-eyed. Lexi had gone back to her blonde hair, and formed herself a low-cut V-neck shirt and a skirt that was, admittedly, a little on the short side. After a moment, his eyes shift to me and widen further.

"What are you doing here!?" he hisses.

"We decided to go to school to pass the time," I shrug. "You're Ned, I assume?"

"Yeah," Ned nods.

"Nice to meet you," I say, holding out my hand, Ned shaking it. I drop my voice "I'm Ben, the Ice Spider. Sort of like an ice-type Spiderman."

Ned's jaw drops.

"Anyway," I say, turning back to Peter. "Proper introduction, Peter, this is my girlfriend Lexi."

"Pleasure to meet you," she smiles sweetly.

"You too," Peter says, then glances across the room at a girl across the room with wavy brown hair and tan skin, looking to be mixed race, maybe black and white.

I slide his notebook over to me, scanning through the plan he actually wrote down, then chuckle. "This is a good plan."

Peter glances at me and blushes, snatching the notebook back. "Uh, thanks."

"What's her name?" I ask.

"MJ," Peter says, glancing at her again.

"Don't listen to Ned," I say. "Go for her."

"Oh like you can talk," Lexi laughs.

"Hey, that was a completely different situation," I say. "Miss Manipulative."

"Hey, it worked out pretty well," Lexi says.

I laugh.

"Who are your new friends?" MJ asks, walking over.

"Oh, they're not my friends!" Peter says nervously. "Th-They're new here!"

"That's a little hurtful," I say. "But that's fair." I turn to MJ. "Nice to meet you. I'm Ben Dover."

MJ raises an eyebrow.

"I'm being on hundred percent serious," I chuckle. "My parents thought it would be a funny joke."

MJ shrugs and tilts her head slightly. "Can't pick your parents, I guess."

"That's true," I say.

"I'm Lexi," Lexi beams. "You're really beautiful. What do you use in your hair?"

"Shampoo," MJ says.

I grin. She's a smartass.

"I'm Jess," Jess says. "Lexi's sister. So, we're going to Europe tomorrow, right?"

"Yeah," MJ says, turning to Peter and Ned. "Anyway, I suggest you guys download a VPN on your phones so the government can't track you."

Then, she walks away. I smile.

"She's basically a goth, right?" I ask.

"Pretty much," Ned says.

"Hey!" Peter says. "That's not true!"

I chuckle. "Anyway, what was it you were saying about why he shouldn't ask her out?"

"We're going to be bachelors in Europe," Ned says. "I may not know a lot, but I do know this. Europeans love Americans."

"Really?" Peter asks.

"And over half of them are women," Ned adds.

I frown, debating pointing out the errors in his statements, but I let it slide.

"Okay, but, I really like MJ," Peter says. "She's really cute, and really funny, in a kinda dark way, and-"

"And you're going to follow your plan to ask her out," I say. "Ned, if you need a wingman, I'll give you a hand."

Lexi and Jess both burst into fits of laughter, drawing a couple of the other students' attention, and covering their mouths, forcing themselves back under control.

"Thanks for the vote of confidence, ladies," I say.

"You couldn't flirt well enough to pick up a prostitute," Lexi grins.

"Ouch," I say. "That's just hurtful."

"Yeah, I think I'll stick with Peter," Ned says.

"Sorry Ned," Peter says. "I'm going to follow my plan to be with MJ." Just then the bell rings and Peter stands. "Have Ben help. Or One of the girls. Girls make awesome wingmen, from what I've heard."

"That's true," Jess nods. "No one can pick up chicks as easily as a chick."

I roll my eyes. "We should get to our next class before we're late." I stand and walk out of the room, Jess and Lexi following, since we're all in the same class.

Apparently, though, that's the only one we have with Peter and his friends, because we don't see each other again for the rest of the school day, which drags by.

* * *

Leave a review.


	7. Chapter 7

I do not own Spider Man or any of the characters.

* * *

Field Trip

I sit in my seat, right between Lexi and Jess at the very back of the plane, and smile as both lean on my shoulders.

"I'd say this seating arrangement worked out pretty well," I smile.

"You know, if you want to, we're both willing to repeat the other night," Jess says.

"You just have to ask," Lexi agrees.

"Yeah, that's not going to happen," I say. "Who's got my suit right now?"

"I do," Lexi says. "Looks like Peter didn't get to sit next to MJ."

I tilt my head to the side, resting it on Jess's and watching as Peter twists around in his seat, currently beside Ned, to look at MJ. "Give it a minute."

After a moment, Ned stands, walking back to MJ, claiming Peter has a perfume allergy that's acting up. The chaperone, Mr. Harrington, overhears and freaks out, needlessly shuffling the seats until Ned is sitting beside an attractive blonde, MJ is sitting beside a good-looking boy that apparently was very popular with the girls in the school, and Peter is stuck between Mr. Harrington and the other chaperone, Mr. Dell, who took sleeping pills and is unconscious already.

Also on the trip is a kid named Flash Thompson, the class rich kid bully, who idolizes Spiderman, bullies Peter, has tried twelve times that day to ask out both Jess and Lexi, despite knowing that Lexi is dating Ben, and who apparently has a video blog called Flash Mob, where he posts videos of his life, seeming to think he was cool enough for anyone to actually care.

"Ouch," Jess says. "Poor Peter."

"Yeah," I sigh. "I'm sure he'll figure it out."

"Maybe," Lexi says. "He might need a little help."

"You're welcome to it," I say.

Lexi nods, hand slowly drifting up my leg. I sigh, shaking my head and grinning.

"Really?" I ask.

"What?" Lexi asks. "It's been soo long."

"It's been like three days," I snort.

"Exactly," Lexi says, stretching some of herself through my zipper, wrapping it around my member and quickly working it to full mast, or at least as close to is as it can get in the confines of my jeans. "I'm practically losing my mind."

I sigh, shaking my head and chuckling. I shrug my shoulder and she lifts her head before I kiss her. "I'm heading to the bathroom. I'll be back in a minute."

She nods and Jess lets me out of the seats. Then, I head back to the bathroom, going into the one that's available and locking it, waiting. After a moment, white goo slides under the door and envelops my lower body, her body separating from mine at the hips, allowing her to form her pussy around my erection and her upper body in front of me. I sit on the toilet and she smiles, beginning to ride me, kissing me to muffle herself, moaning into my mouth. I massage her breasts and she moans louder, picking up the pace. I fight to hold out, but my body missed Lexi's as much as I missed being able to be around her. I feel my ripe running out rapidly and Lexi smiles, as she moves still faster, her legs where they're connected to mine extending and shrinking to move her, allowing her to ride me near-silently. I feel Lexi starting to tremble around me and fight to last just a little longer, one hand moving down to massage her clit rapidly, and she moans, beginning to move more frantically. Then, she gasps harshly, mashing her lips to mine again as I run out of rope, my seed flooding into her, setting off her own orgasm. After a few seconds of her continuing to ride me, milking every drop from my cock, she lifts herself up off of me and kisses me one last time before dropping back to the floor as goo and leaving the bathroom. I assume she's heading to the one across from this one. I sigh, cleaning myself up quickly, then head back to my seat finding Jess and Lexi both waiting for me. Jess lets me back into my seat and both return to their original position, Lexi sighing contentedly.

"Much better," Lexi smiles. "Alright. Time to sleep."

"Goodnight Lexi," I smile, kissing her forehead.

She smiles and kisses the side of my neck, and a second later, Jess does the same. I roll my eyes and kiss her forehead as well, since I know she's not going to let me not, and both girls take one of my hands, drifting off to sleep. I stare down at the hand holding Jess's and frown slightly. I want to save Jake. But my rational brain is telling me that's not possible. Lexi knows. I can see it in her eyes. She's always been able to tell what I'm thinking, even without joining with me. But I was able to hide the rational part of my brain from Jess. My frown deepens. If we can't save Jake, if we have to stop him in a more permanent way, I don't know if she'll be able to handle it. I sigh, resting my head on Lexi's. If we do have to kill him, we'll be there for Jess. No matter what, we'll be there for her. After all, she's family.

I walk off the plane with the others, heading through security. I make it through easily, as do Jess and Lexi, but Peter's suitcase gets sniffed by a dog and gets taken to be searched. When the customs officer opens it, his spider suit is on top of the pile. Peter stares at the officer like a deer in the headlights, but after a moment, she pulls out a banana and says he can't take it, then throws it away and closes the suit case, saying nothing about the suit. I smirk. Nice customs officer. As they're leaving Peter behind to be searched, Mr. Harrington doesn't even notice until Peter runs over, letting him know he's caught up. I chuckle. I like this school better than ours. It's more entertaining.

We leave the airport and take a boat to our hotel. During the ride, Ned takes pictures of the blonde he had been sitting next to, apparently now his girlfriend, somehow, and Peter and MJ spend the trip looking at each other whenever the other is looking away. I shake my head, smirking and leaning against the side of the boat. I'm so glad I never had to go through the process of wondering if Lexi was interested in me. Now I just get to laugh at Peter for not being sure.

Finally, we reach the hotel and all stare at it just as the boat's engine backfires and sputters to a stop. The hotel has a tarp over the front of it and a scaffolding around it.

"Looks like we're here," Mr. Harrington says. "They're doing some renovations. Getting some upgrades."

"I think they're just trying to keep the building from sinking," I say.

One of the workers steps forward to help us out of the boat.

"Oh, that must be the concierge," Mr. Harrington says, climbing out of the boat and trying to hand the man his bags, only for the man to ignore him, helping MJ and Ned's new girlfriend out of the boat, followed by the other females.

I smile as I help Jess, receiving a hug, then Lexi, this time getting a kiss. Mr. Harington is clueless. So much so that as he walks into the hotel, he steps in a small channel in the floor that's currently filled with water.

"This place is sinking," Flash complains.

"Called it," I say, stepping past him. "It's not so bad. I've stayed in worse."

"And just what are you trying to say about my house?" Lexi smirks, hands on her hips.

"Well obviously I'm saying that a cardboard box would be more comfortable," I smirk back.

"Oh that is it!" Lexi grins, leaping at me and missing, stopping beside a table with a cat laying on it and taking a moment to pet the cat before resuming her chase, both of us laughing.

"Well, at least they're having fun," Peter says. "Are they always like this?"

"More or less," Jess smiles. "Lexi's been out of commission for days, though, so they're just happy to be able to be together again right now."

Suddenly, Lexi vaults over a table I've been using to keep her from catching me and I yelp as she tackles me, pinning my arms with her legs before beginning to tickle me. I fight to hold my laughter in, but a bit slips out, just enough to encourage her.

"Alright, alright, enough you two," Jess finally says, Lexi sighing heavily and letting me up.

"Alright, everybody head upstairs and drop your bags off, we're going to meet at the da Vinci Museum at three," Mr. Dell says. "Let's go!"

Everyone complains about the fact that we're staying in the hotel, but we all head upstairs, everyone picking rooms. We all have to pair up, and it's supposed to be boys and girls separate, but Lexi, Jess, and I all head to our room. I open my bag, which holds my suit, a few sets of clothes I bought before we went on the trip, and began to search through it. I swear, both girls looking over at me.

"What's up?" Lexi asks.

"I forgot my drugs," I say.

"Your what?" Jess asks.

"Sleeping pills," Lexi says. "To help with his nightmares."

"You have nightmares?" Jess asks.

"Ever since Carnage," I say, then sigh, standing. "This is going to be a very long trip."

"We'll be right here to wake you up if you start to have a nightmare," Lexi says. "You won't have to be afraid with us here."

"Thanks," I smile. "I'm glad you're okay."

"Only because you're loyal to the point of stupidity," Lexi smiles. "What if saving me like that had been fatal?"

"Then I guess we wouldn't be having this conversation right now, would we?" I ask. "You mean everything to me, Lexi. Of course I'm going to do whatever it takes to save you."

Lexi smiles and nods just as someone knocks on the door. I walk over and open it, finding Mr. Dell there.

"I'm going to be the cool teacher," he says. "You can't stay in the same room. It looks bad."

"Mr. Dell, he has night terrors," Lexi says. "He normally can manage it with medicine, but he forgot it before we left and we can't get it refilled."

"Night terrors?" Mr. Dell asks.

"Yes," Jess nods. "He's had them ever since our families..."

"Oh, I'm sorry," Mr. Dell says. "Alright. you can stay. Anyway, it's about time to go."

We nod and follow him out of the room, Lexi slipping her hand into mine as we walk.

"Thanks," I smile.

"Of course," she smiles. "Ain't no one takin' me away from my man."

I smile, shaking my head as we find the others waiting outside. We head to the main part of the city, where we don't need boats to get around, and then all scatter. Flash goes to find someone to pose with him for his video blog, only for some black kid in a grey and yellow sweatshirt and black wind pants to run buy and punch him in the nuts before running off again. Ned and his girlfriend go to get a caricature of them made, most of the group goes to a mask shop and takes pictures wearing them, and MJ goes to a group of pigeons, which then begin to land on her, while Brad, the guy she had been sitting with, takes pictures of her. Peter watches them for a moment before leaving to find his stained glass store. Jess, Lexi, and I walk around, taking in the sights, before following Peter, for lack of a better idea of what to do.

"You going to help Peter?" Jess asks.

"Maybe," I shrug. "As much as I can."

As we walk into the store, Jess and Lexi begin to look around, as I expected, and I walk over to stand beside Peter just as the store's owner walks out of the back, holding up a black dahlia on a thin chain.

"Fiore nero," the man says, holding it for Peter, who smiles.

"It's perfect," Peter breathes.

"Now you just gotta get her to the top of the Eiffel Tower," I say.

"Yeah," Peter says, smile fading slowly.

"Relax," I smirk. "She's not interested in Brad. Ask her whenever we get to Paris. Just make sure it's at night, and you're both sneaking out without permission."

"That's actually pretty solid advice," Lexi smiles and I sigh, waiting for her to finish. "Especially from you."

"There it is," I sigh. "Am I really that bad?"

"I basically threw myself at you on our first date you were still afraid I was going to find someone else by the third date," Lexi smirks.

"I'm still afraid of that," I say. "But to be fair, I had other things going on in my head too, not least of which was the fact that you were the first person to ever make me care about literally anything."

"Oh yeah," she smiles. "I had almost forgotten what a selfish little asshole you used to be."

"Hey!" I say. "That's rude!"

She smiles, shaking her head and I sigh.

"Anyway, like I said, ask her to sneak out tot he Eiffel Tower with you and you'll be set," I say.

Peter nods. "We better get going."

"Right," I nod. The four of us leave the shop, heading back toward the city square where everyone else was.

"Boh," MJ says, stepping out of a side street next to Peter, me, Lexi, and Jess slowing slightly, falling behind.

"What?" Peter asks.

"Boh," MJ repeats. "It's the most perfect word. Italians created it and I just discovered it.

"What does it mean?" Peter asks.

"That's the thing, it can mean a million things," MJ says. "It can mean I don't know, get out of my face, I don't know and get out of my face."

I shake my head, grinning, and turn right into a jewelry store, Lexi and Jess both squealing in delight and streaking past me into the store to shop. I laugh. They're just alike. No wonder Jake fell for Jess. I frown. I still can't understand why Jake was sleeping around. Why he would ever feel even remotely inclined to. Jess may not be quite as bad as Lexi, but she's still not exactly celibate. I can't understand why Jake would want to sleep with anyone else. Or how he could ever think that wouldn't hurt Jess. Granted, it hadn't. Jess didn't care, and also did the same thing, but the question remains.

"Can you buy me this?" Lexi asks, drawing me out of my thoughts and holding up the most comically unacceptable necklace I've ever seen. It's got an emerald in the shape of a penis for a pendant.

"Absolutely not!" I laugh. "Not in a million years!"

Lexi begins to pout until Jess takes the necklace and sets another in her hand, then turns, heading back to the store's owner and handing the necklace back. Lexi looks down at the new necklace and gasps, staring at it. After a moment, she turns it toward me and I can't help but smile. It's a spider made out of silver, and there's stained glass on what would be the top of the spider for color. The right half of the spider is the same shade of blue as my suit, and the left is white. I raise and eyebrow.

"That one, I will get you," I smile.

"That one was a custom order, but the person never came back," the store's owner says.

"Really?" I ask.

"Oh yes," the man nods. "He was quite insistent. Half ice-blue, half snow-white, no flaws in the glass, and the metal must be smooth."

Something in my brain makes me ask what the person looked like, and Lexi and Jess both glance at me.

"A little taller than you, dark brown hair, thin," the man says. "He kind of looked like you, actually."

"I see," I nod. "Well, how much for the necklace?"

"Twenty dollars American," the man says.

I smile and pay him and he turns to Jess.

"And does the other lovely lady in the room see anything she likes?" he asks.

She smiles. "A lot, but I'm going to wait and have my boyfriend buy me it."

"Very well," the man nods.

"Thank you," I smile, raising a hand in fair well as we walk out of the store, Jess slipping the spider onto the chain she keeps her crystal pendant on, about the only thing she wears that isn't just a part of her body. "I don't think I ever asked you about that one, did I?"

She rests a hand on it for a moment before smiling sadly. "It's a keepsake from home. Or, well, our old universe, anyway. There was one planet there where there was a cave filled with crystals of all sizes and colors. When Carnage came and we had to leave, I took a bit of the crystal as a keepsake. I loved those caves."

"Maybe we can go back there," I suggest.

"No!" Lexi gasps. "You can never go to our universe."

"Alright," I shrug. "But maybe that planet has the same caves in our universe. I'm sure Peni could build us a ship to get there fast."

Lexi's eyes widen before she smiles. "Yeah."

I smile, taking her hand just as water exploded into the air out in the canal.

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	8. Chapter 8

I do not own Spider Man or any of the characters.

* * *

Hydration

Lexi rests a hand on it for a moment before smiling sadly. "It's a keepsake from home. Or, well, our old universe, anyway. There was one planet there where there was a cave filled with crystals of all sizes and colors. When Carnage came and we had to leave, I took a bit of the crystal as a keepsake. I loved those caves."

"Maybe we can go back there," I suggest.

"No!" Lexi gasps. "You can never go to our universe."

"Alright," I shrug. "But maybe that planet has the same caves in our universe. I'm sure Peni could build us a ship to get there fast."

Lexi's eyes widen before she smiles. "Yeah."

I smile, taking her hand just as water exploded into the air out in the canal, reaching twenty feet before stopping. It flooded outward as it fell, flooding into the city. We all look around, seeing Peter and MJ with Ned and his girlfriend, who Peter calls Betty, Ned and Betty having been washed over in their boat. Just then, water begins to rise, spiraling and forming together, creating a massive humanoid upper body. Peter quickly sends the others away and we run over to Peter as he looks around desperately.

"What do we do?" Peter asks.

"Run!" I shout as the giant, who had been trashing the city around him, turns and throws a punch at us.

We all take cover behind the corner of the building and the corner explodes just shy of us, a spray of water flying past and drenching us all. I growl in annoyance. My turn.

"Lexi," I say.

She nods, enveloping me for a moment and, just as miraculously as her sister had done when we first met Peter, leaving me in my suit when she separated from me. Except, the suit she's left me in is the Sub Zero outfit Miles gave me as a joke.

"Seriously?" I ask.

"Probably better to not make everyone think Spiderman's here yet," she shrugs. "Besides, you look cool this way."

"You're hilarious," I sigh. "Fine. You two go help evacuate. Peter, find a mask and do the same. There should be plenty lying around. I'll deal with this thing."

Everyone nods and leaves and I sprint out from behind the building, forming an ice path off of the walkway, sprinting along it by freezing my feet to it like I do to climb walls. The monster mostly ignores me, continuing to attack the city. I stop after a moment and form a sphere of frozen air and hurl it at the massive creature just as it pulls its hand back to throw a punch. The sphere hits the fist and the fist is turned into a massive chunk of ice that falls away, the rest of the water continuing. The ice blasts a building and shatters the brick wall on the second floor with ease. The ice chunk, on the other hand, explodes into the bottom floor like a wrecking ball, blasting through the building and out the other side. The whole building shudders for a moment before collapsing, water spewing out of it. I swear, forming an ice slide to the building and jumping forward, landing in a slide down the side, sliding to my feet and sprinting over, stopping beside the wreckage.

"Is anyone in here!?" I shout.

After a moment of not getting an answer, I turn to the giant just as it punches at a bridge, smashing the railing and the side of the bridge, but most of the damage ending there. Peter, on the other hand, did get thrown backward by a wall of water. I sprint along the walkway and up the stairs to the bridge, helping him up just as a blast of green energy hits the giant, then another. We both look up just as a man in gold armor with a long red cape and a glass dome around his head, filled with thick green gas. He begins to fly around, firing blasts of green energy at the giant. I stand, hurling a sphere of frozen air at the giant again, but a blast of water explodes up from beside the giant, catching the sphere and freezing before flying at me and Peter. I swear, me and peter leaping out of the way, Peter now wearing one of the Italian half-masks, this one a jester mask with blue spikes on the top, all tipped with bells.

The massive chunk of ice smashes across the top of the bridge and falls back into the water.

"Stop freezing it!" the mysterious guy in the gold armor shouts. "You're not helping!"

"Sorry!" I call out.

The guy, who has been using his energy powers as a shield to hold back a fist, gets hit by the giant's fist and streaks backward before catching himself, massive columns of water beginning to rise along the canal. The guy flies forward again, blasting columns as he passes, causing them to fall away, then returns to blasting the giant. Finally, he blasts it in the face, making it recoil.

"Sir!" Peter calls out. "Sir! Let me help! I'm strong! And I'm...sticky!"

"I need to lead it away from the canal!" the guy says.

"Good thinking!" I nod. "We'll minimize the damage!"

The guy nods and takes off past us. We scatter as the giant floods past us before dropping into the river and traveling through it to chase the guy. Peter and I follow using webbing. The creature smashes anything it passes. A small foot bridge, the façade of a building, a plaza. Everyone's able to stay out of its way, however, so there's one less thing to worry about for now. As we're passing a building where the façade is falling off, we both go through one of the top two windows, connecting dozens of strands of webbing each to the façade, stopping it from falling, then continue. More and more damage is done as the giant chases our mysterious helper. We end up fixing about five more buildings in the next few minutes, and I save one puppy from a bridge. I drop him off with a little girl who's crying and the puppy barks happily, licking her face until she laughs.

"Hey, can you do me a favor and find him someplace away from the water, someplace with a lit of adults?" I ask. "But you'll have to be a big, strong, brave girl. Can you do that?"

She nods.

"Alright," I nod. "Go find some adults."

She nods again and turns, running away as fast as her little legs can carry her, the puppy continuing to lick her face as she runs, making her laugh again. I turn, chasing after Peter again and pass the da Vinci museum, seeing Mr. Harrington and Mr. Dell, along with the remainder of our class running for cover. We're in a square now, no water for the giant to draw on, and our mysterious ally is peppering the giant with energy blasts. However, the bell tower in the center of the square was broken by the giant at some point and is beginning to fall. There's webbing around the tower to keep it from crumbling, and I freeze that, adding a layer of ice to it for good measure. Peter's in it, with webbing attached to a pair of buildings off to either side, but as soon as it pulls tight, it yanks him forward and up off his back, his forehead smashing into the inside of the bell, dropping him again. I laugh once before swinging up and landing beside him.

"You okay?" I ask.

"I'm going to have a welt later," Peter groans, pushing himself up, this time on the correct side of the bell. He send out two more strands of webbing, bracing himself against the corner of the tower, and it slows. It's still falling, but slowly. I hurl a sphere of frozen air at the ground below the tower and it explodes into a massive spiral of ice, catching the tower and halting it, holding it so it was aligned along a street, rather than over buildings.

"There we go," I sigh. "Now I'll just leave it here until that thing's dealt with."

I look over at the water giant just as our ally forms a pair of glowing green triangles by his hands, larger ones appearing on either side of the creature and smoke shooting out of the eye in the center of the circle. The smoke wraps around the giant's arms, and begins to pull. Then, after a moment, our ally yanks his arms out to his sides and the smoke rips the giant in two, the entire thing crashing down into the street as water. I sigh, allowing my ice to begin to thaw slowly from the top down, gently setting the bell tower down before dropping out of it and disappearing into an alleyway, Lexi meeting me there and enveloping me, taking the suit back before separating. We hurry back into the square just as our ally takes off, disappearing behind the buildings in moments. I watch him go and sigh. I'd have at least liked to get his name. Maybe there's a version of him in our universe. It'd be great to get some extra help dealing with Carnage.

I walk over to the others and stop beside Peter. "Everyone okay?"

"Yeah," Brad says. "Where were you?"

"Following the monster," I say. "How often do you get to watch a superhero beat the shit out of water? Better question, how often is it necessary to beat the shit out of water?"

"Fair point," Brad says. "You're out of your fucking mind."

"Everyone else headed to the hotel," Lexi says. "The monster didn't go to that part of the city, so a lot of people went that way."

"Alright, let's go make sure everyone's safe," Mr. Harrington nods, taking the lead with Mr. Dell.

As we walk, Peter drops back beside us. "MJ's okay, right?"

"She's worried out of her mind because you're not there," Lexi grins. "She might even let you kiss her when we get there."

"Very funny," Peter grumbles.

I chuckle and shake my head, but I don't comment on the fact that Lexi might be right. After a few minutes, we reach the hotel and Peter rushes over to Ned and MJ while Jess meets me and Lexi at the door, hugging us both painfully tight.

"I told you I'd be fine," I smile. "It was just water."

Jess gives me a stern look and I sigh before her expression softens. "Well, at least you're both safe now."

I nod and look around. "You know, it figures that all those nice buildings and monuments get trashed and this place survives."

"Yeah, that's pretty typical," Lexi agrees.

We all head upstairs to change, planning to meet back up in the main room after.

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	9. Chapter 9

I do not own Spider Man or any of the characters.

* * *

Distraction

We all head upstairs to change, planning to meet back up in the main room after. We all head to our rooms to change, everyone else drying themselves and changing into dry clothes, including Jess, while I, being dry already thanks to freezing the water on me and making it sublimate, change for appearances only. Also, being the only one to care about public nudity, and therefore, being the only one to change quickly, I finish changing first, then sit on the bed to wait for the others. Lexi sits in my lap, completely naked, except for her necklace and I roll my eyes, smiling. I glance past her where Jess is just barely getting around to taking off her bra and panties, taking the time to lay everything out on a dry spot on the floor so it'll dry a little faster. She turns toward us to get her dry clothes out of the bag and pauses, smiling knowingly at me before walking over. She nudges Lexi and Lexi shifts over to straddle only one leg while Jess takes her place over the other.

"I don't think anyone will come looking for us for a little while," Lexi smiles. "We have time."

"And you deserve a reward for protecting everyone," Jess smiles.

"Are you going to offer the same reward to that other guy?" I smirk.

"Nope," Jess says. "You're much more fun."

I snort, rolling my eyes, before growing serious. "How can you think about having sex with other people while Jake's missing?"

Jess's face falls. "Because when I was having sex with you, I couldn't think about anything else. I just want to stop thinking about him for a little while. I'm afraid that we can't save him. So I can't stop thinking about, 'what if we can't?' I don't know if I'll be able to handle that."

I reach up and cup her face, pulling her into a gentle kiss for a moment before pulling away. "We'll save him. No matter what happens, we'll save Jake. And if, by some horribly twist of fate, we can't save Jake, we'll be here for you. We'll always be here for you."

Jess smiles and nods, hugging me, and I hug her back. After a couple of minutes, she pulls back, wiping her eyes before smiling seductively. "So, back to the important topic."

I groan, dropping onto my back, Jess and Lexi both giggling and laying down with me. "You two are incorrigible."

"And you love us that way," Lexi smiles, kissing me as Jess begins to kiss the side of my neck, her hand sliding down to stroke my erection through my pants.

I groan into the kiss and Lexi pulls back, giggling.

"Feels like he was hoping we'd get some alone time together," Jess smiles, opening my pants and sliding them down, along with my underwear, while Lexi pulls my shirt off.

"I know I was," Lexi smiles, kissing Jess. "I've missed you too."

Jess smiles, beginning to rub Lexi's clit with her free hand while Lexi returns the favor, Lexi's other hand reaching down to lace her fingers with Jess's hand around my cock, both of them stroking me together as I watch them. I groan and both girls grin, pulling back from the kiss and releasing my cock.

"You can go first, Sis," Lexi smiles. "You need it more."

Jess's smile falters for a moment and I sit up, kissing her and laying her on her back. I'm past the point of caring that she's Jake's girlfriend. She needs to get her mind off of Jake's possible fate, and she's important to me. Not to say I'm in love with her. My heart belongs solely to Lexi. But I _do_ care about Jess. So does Lexi. We can both sense everything about each other whenever we join, so it's no secret to either of us how we both feel about Jess.

Jess's nails dig into my back as Lexi begins to lick and suck her clit, except, her face is busy kissing and suckling Jess's neck. The mouth and tongue working Jess's clit is a second one in her palm, allowing her to reach Jess's clit without interfering with me and Jess's kiss. I continue to thrust into Jess, the mattress slipping slightly on the frozen solid bedframe. It had squeaked once at the beginning and I had decided not to let anyone know what we were up to, so I froze it.

Jess pulls back from the kiss, gasping for breath and digging her nails into my back harder as she begins to quiver around me. I put more force into my thrusts and cool the skin of my erection, as well as my tongue, which trails down to her nipples. Jess gasps harshly and bucks up into me pulling Lexi roughly into a kiss, using Lexi's mouth to muffle her scream of pleasure as she orgasms, jerking and spasming below me. I continue to thrust into her, fucking her all the harder as she orgasms, before slowly beginning to ease her back down. Finally, she comes down from her orgasm and falls limp on the bed, panting and trying to slow her breathing as she closes her eyes. I slide out of her and Lexi lies down beside her sister, spreading her legs invitingly. I push into her, and my cock slides into her easily, as drenched as she is. I begin to pump into her and she moans, kissing me as my fingers begin to rub her clit. Her hips rock up into me as I begin to speed up, quickly pistoning into her again and again.

I begin to alternate having cold and warm skin and it quickly begins to drive Lexi crazy. I cool my fingers as well, and Lexi pulls back, tipping her head back and moaning lowly. I attach my lips to her neck and my free hand begins to massage and knead her breasts. She begins to quiver around me. Suddenly, however, Jess stands, pulling us both up, and I lift Lexi under her legs as Jess stands behind Lexi, her clit suddenly bulging and growing into a phallus, already lubricated with Jess's own juices from her earlier orgasm.

"You know, I honestly never even considered that," I say.

Jess shakes her head, kissing me over Lexi's shoulder as she pushes her false penis into Lexi's anus, gasping, then moaning harshly as she feels Lexi's anal muscles clenching around her, Lexi covering her mouth on an equally loud moan as her ass stretches to accommodate Jess, whose false cock is about the same size as my cock. Together, me and Jess piston into Lexi, alternating who's entering and who's pulling out. Lexi squirms between us, unable to decide when to bounce and probably unable to control her body well enough to anyway. Within a minute and a half, at most, Lexi grabs my face and mashes her lips to mine as she screams, bucking and squirting, clinging to me as Jess and I both pick up the pace even more.

It occurs to me that Jess seems to have changed her anatomy more than simply enlarging her clit, because the more the thrusts into Lexi, the more lubricated her enlarged clit becomes. And still we keep on ramming ourselves into Lexi, whose nails have broken through my skin already. I'm not actually sure if she's come back down from orgasming or not, but her body's found a natural rhythm of rocking her hips forward and backward that allows her to mirror both of our movements, and it's driving her insane. Her body's beginning to tense even more than before, her toes curling, legs drawing tight around my arms, her hands clenching even more, though I've numbed the skin around them to avoid the pain. Then, Lexi loses control of her transformation, reverting back to her true form, with the exception of still having her pussy and ass. I smirk, continuing to thrust into her, as does Jess. Two years ago, Lexi shifting back to her true form might have startled or surprised me enough to make me pause, though not enough to stop me, but this isn't the first time she's lost control over the last two years we've been together. To my pride, I'm actually getting pretty good at making her break, though usually not quite this easily, which I will happily credit to Jess being present to help.

I feel pressure beginning to build, and can see from her face that Jess is about at her limit as well. I force myself to move faster, Jess matching my pace, attaching her lips to the side of Lexi's neck to silence her own cries, the same way Lexi's still using my mouth to muffle herself. Then, finally, all three of us break, Lexi screaming into my mouth as I groan, and Jess screaming into Lexi's neck. Lexi's walls spasm and contract around me as my semen floods into her, and behind her, Jess's hips buck frantically into Lexi, her juices spraying out of her pussy onto the floor, but also, apparently, out of the end of her clit, since they overflow out of Lexi's ass around Jess's false cock. Finally, all three of us collapse onto the bed, panting and holding each other. After a few minutes, I force myself up, thawing the bed, then freezing and sublimating our mess, as well as the sweat covering me and Jess, who I'm amazed was able to hold her form. I pull my clothes back on and drop back onto the bed beside them. Lexi, still in her true form, pulls me back over, cuddling into my side as Jess heaves herself up to get dressed.

"Remind me to force you to fuck us again," Lexi says.

"Nope," I say. "Never again. It's horrible. Worst experience of my life."

Both girls laugh, and I kiss Lexi, who sighs, kissing me back, then look over to the other side as Jess kneels on the bed and leans down to kiss me as well, currently only wearing her panties.

After a moment, she pulls back and smiles. "Thank you for the distraction."

"Any time you feel like forcing me," I say. "I probably won't cry rape next time."

Jess snorts. "Right, because we so obviously raped you."

I smirk and begin to run my arm gently up and down Lexi's arm. Jess returns to getting dressed just as the doorknob turns, only for a strand of webbing to shoot out of Lexi's back, holding the door shut and the knob still.

"Are you three in there?" Peter's voice asks.

"Only me and Lexi," Jess answers. "What's up?"

"You guys are taking forever to change, so I got sent to make sure you're okay," Peter says. "Actually, Flash was the one chosen, but he was too busy telling his video blog about the monster attack, so I came to make sure you're alright."

"We're fine," Jess says. "We're just airdrying before we put our dry clothes on. Well, that and having some girl time."

"Oh, uh, okay," Peter says, obviously uncomfortable suddenly. "Have you seen Ben?"

"Not since he took his clothes and left to change," Jess says.

"Alright," Peter says. "If you see him can you let him know I'd like to talk? About the...you know...Stark Internship?"

Jess raises an eyebrow and I mouth the word "spider" at her. "Will do."

"Thanks," Peter says, walking away.

Jess finishes getting dressed and Lexi groans.

"I don't want to move," Lexi complains. "I'm so comfortable."

"Well, your boyfriend's bleeding all over the sheets, so you're going to have to at least fix that," Jess points out.

"Oh yeah," Lexi says. "Sorry about that."

She envelops me, my back healing in seconds before we separate again, Lexi reforming straddling my legs, but with her head resting on my shoulder tiredly, now wearing a loose white blouse with swirling yellow patters, and a pair of deep blue yoga pants. It's not a whole lot better than when she was naked, considering that the shirt leaves most of her cleavage exposed, and is the more appropriate of the two articles of clothing. I reach back, freezing the blood I've left on the blanket, then let it fade. Finally, I sigh, tapping Lexi's leg.

"Uh uh," she says, holding me tighter. "I just want to stay like this."

"Well, we can stay like this downstairs," I promise. "But I have to sneak out the window so everyone will believe Jess's story."

Finally, Lexi sighs heavily and stands, allowing me to stand up. I give her a quick kiss and walk to the window, opening it and looking around before climbing out onto the wall and walking to the ground. Jess closes the window behind me and I walk around to the front of the hotel, walking back in as Lexi and Jess walk down the stairs.

"Oh, there you are," Peter says. "Where'd you go?"

"To see the damage," I say. "Not as bad as it could have been, honestly."

"Do you mind if we talk?" Peter asks. "About the...uh...internship?"

"Sure," I nod, giving Lexi a quick kiss. "Be right back, alright?"

"Hurry up," Lexi pouts. "I want to hold my boyfriend."

I give her another quick kiss before following Peter up to his room. I make myself an ice hammock and swing gently as he sits on his bed.

"So, you can generate ice that works like my webbing?" Peter asks.

"I call it ice webbing, but yeah," I nod. "I got my powers from a spider, like you, but mine was...different. Not sure how, but it gave me the, basically magical, power to generate ice from nothing, including a sphere of frozen air that instantly freezes anything it hits. Then I can sublimate any ice I create, even if it was water before, or sweat, or blood."

"So, you could theoretically freeze a person's blood in their veins?" Peter asks.

"Yes," I nod. "But I try not to kill, with a couple exceptions that left me no choice, or that were simply too dangerous to be alive."

"Like Thanos," Peter says.

"Yeah, who, or what, _was_ Thanos?" I ask.

"He was from a race called Titans," Peter says. "He was a psychopath who wanted to kill half the life in the galaxy, and did it by gathering the Infinity Stones, six stones with unimaginable power, and snapped his fingers, erasing half of all life instantly. Including me. The Avengers later brought us back with them, and then Mr. Stark used them to kill Thanos and his army, but died doing it."

"I see," I say, nodding and having absolutely no idea what a Titan is, or Avengers, or what Infinity Stones are, or how they could be used to erase half of all life, just by someone snapping their fingers.

"So, do you have the same powers as me?" Peter asks. "Like, wall crawling, strength, and that sense thing?"

"The Spider Sense?" I ask. "Yeah, I got it. Strength too, though I crawl on walls by freezing to them."

"Spider Sense?" Peter asks, nodding slowly. "That sounds so much better."

"What did you call it?" I ask.

"Uh...the...well...the Peter Tingle," he says it like it should make logical sense, and not be funny, but I bust a gut laughing so hard I actually flip out of my hammock, then continue laughing on the floor, tears running out of my eyes as I clutch my aching stomach. "It's not that funny!" He blushes scarlet.

"That's the best thing I've ever heard!" I laugh. "I am _so_ using that on the other Peter I know! Oh my God! Don't ever say that in a fight or I'm going to get killed!"

Peter blushes again but crosses his arm, scowling at me. Finally, I sigh, wiping my eyes and flop back into my hammock, returning to swaying gently.

"So, how'd you get so good with your powers?" Peter asks.

I'm silent for a long moment. "I fought symbiotes, like Lexi and Jess, but bent on destroying everything. They probably exist in this universe too. In mine they're on a meteor out iin space somewhere, millions of them, each one as dangerous as...what villains have you fought besides Thanos?"

"Well," Peter says. "Just Vulture, as far as anyone who stands out. And now that water thing."

"Yeah, excluding him," I say.

"Oh, but I did fight Captain America," Spiderman says.

"Who?" I ask, brow furrowing.

"You don't know who the Avengers are?" Peter asks.

"Nope," I say. "They don't exist in my universe. As far as I know."

"Oh," Peter says. "You need to do research. Otherwise people will know something's up with you. If anyone asks who your favorite is, just say Captain America, because he was the leader."

"Fair enough," I nod. "Anyway, Lexi was being hunted by the other symbiotes, before I knew what she actually was, so I fought to defend her. Then when I found out she was the symbiote queen, I said some...horrible things, and abandoned her, only for Carnage, the leader of the evil symbiotes, and also the one that took my cousin, to capture me. When Lexi and my friends came to save me, Carnage used me as a host, and nearly killed them all. I fought to retake control, and it nearly killed me. I still have nightmares. Lexi and I fought Carnage together, and we thought we killed him, but then a monster called Omega, an evil version of Spiderman from an alternate universe, showed up, and as we were fighting him, he revealed that he had Carnage inside of him. We barely managed to kill Omega, but Carnage took over the parasitic spider controling Omega and then used it to take Jake."

"And Omega is the one that hurt Lexi, and made you have to take her inside your body to heal her?" Peter asks.

"No, that was a man-made symbiote, specifically created to kill other symbiotes, by way of burning them when he touched them," I say. "He caught Lexi, and nearly killed her before we could get her free. "He decided to help us against Omega, though, since Omega was the reason he was fighting us, and after the fight, he agreed to help us look for Jake."

"I see," Peter nods. "That's an amazing story. All I do is help old ladies carry their bags and stop the occasional bank robbery."

"By the sound of you fighting Thanos, you do more than that now," I say. "Anyway, we should head back. Lexi's going to be mad enough as it is."

Peter smiles. "She seems a little..." He twirls his finger next to his head.

I laugh, nodding. "Just a little. She's still technically getting used to acting human. When you think about it, you've had more than a decade and a half to practice, right? She's at about three years, or so. Besides, she knows I like her being entertaining and affectionate. So she is."

Peter smiles. "You're lucky. Most people would kill to be with someone as devoted as her."

"Oh you have no idea," I snort as we walk back toward the main room. "I didn't even have to try. She manipulated me into asking her on a date by having Jake force me, then on the date, she didn't even leave the smallest doubt that she was interested. And even though symbiotes kept interrupting, she just kept trying. There was never a question that she was mine. The one who had to try was her."

Peter nods as we step back into the main room and Lexi glares at me from where she's sitting in an armchair. I chuckle, walking over and she stands, allowing me to sit before straddling my lap and wrapping her arms around me, setting her head on my shoulder.

"Hey, the attack is up on the internet, finally," Ned says. "I'm telling you, it's aliens. It has to be."

"BuzzFeed says there's a sailor, Morris Bench, who was exposed to an experimental underwater generator and got Hydro Powers," Flash says, walking around the room and staring at his phone.

"You should definitely believe everything on the internet," MJ says sarcastically, nodding.

"Spiderman could take him," Flash says.

"I'm not so sure," I say. "Spiderman can't exactly fight water. Iron Man, maybe. But Spiderman...eh."

"Spiderman could whoop Iron Man's ass!" Flash snaps.

"You realize Iron Man beat the Hulk, right?" MJ asks.

"So?" Flash asks.

"What do you think it is?" Mr. Harrington asks Mr. Dell quietly.

"You know being a man of science..." Mr. Dell says, watching the news report that's playing on the TV, "witches."

I shake my head, smiling as the video switches to the guy in the armor trying to hold back the giant's fist, then getting punched with the other.

"Who is that guy?" Betty asks.

"He's like Iron Man and Thor rolled into one," Brad says.

"Eh, he's alright," Flash says. "He's no Spiderman."

"What is it with you and Spiderman?" MJ asks.

"What?" Flash asks. "He's just awesome, okay? He protects the neighborhood, and he's inspiring. He inspires me to be a better man." He looks over at Peter as Peter walks back into the room from having left to call his Aunt May. "Sup dickwad. Thought you drowned."

I let out a short laugh. "Oh yeah. I can see just how inspired Spiderman's made you, Flash. Real great man."

"Thanks," Flash smiles.

"He's being sarcastic," Jess says from her seat on the couch beside one of the other girls in the class. "You're a rich snob who puts everyone else down to make yourself feel better."

"Hey!" Flash says. "That's not true! I rag on Peter all the time because Peter's a loser."

"Wow, I see what Ben means," MJ says. "I bet if you asked Spiderman for an autograph, he'd tell your parents you've been spending their money at strip clubs."

Several people laugh and Flash glowers at her before turning back to the TV, which is still talking about the guy from before.

"Sounds like his name's Mysterio," Brad says.

"L'uomo del misterio is Italian for 'man of mystery,'" MJ says. "They don't actually know who he is."

"Mysterio," Ned says to himself, nodding.

"Cool name," he and Betty both said, then smiled at each other. "Babe!"

I roll my eyes and Lexi sits up, giving me a knowing look. "What?"

"Don't make fun," Lexi smirks. "Or should I remind you about how you were acting after we finished dealing with you-know-who?"

"You mean when I saw those horrible decorations in your room, and found out that you watched-" I'm cut off by Lexi covering my mouth, though I finish my sentence into her hand. "-porn to get ready for our date? And that-" I grin as she uncovers my mouth. "-you enjoy watching le-" My grin widens as she covers it again, this time holding it there until I'm done talking.

"So Paris tomorrow," Peter is saying to MJ, sounding nervous. "Go to the Eiffel Tower. Should be great."

"I read it was secretly built as a mind control antenna to create an army of the insane," MJ says.

"Oh," Peter says, disheartened.

"Which is why it's my favorite destination on the whole trip," MJ smiles up at him.

He smiles in relief and they stare at each other for a moment before both look away, back to the TV. Finally, the news report ends, and a weather report starts to play. i'm grateful I didn't make the news, if a bit surprised. I sigh, tapping Lexi's leg.

"Nope," Lexi says. "Too comfy."

"Fine," I sigh, then lifter her bridal style, Lexi gasping in surprise before settling against me. "I'm heading to bed. I'm exhausted from trying to keep up with that thing."

"Why were you trying to keep up with it?" MJ asks.

"I wanted to watch a superhero fight water," I shrug, heading for the stairs.

"I'd better go make sure they behave themselves," Jess sighs, following. "Good night everyone!"

A few people return the sentiment and Mr. Harrington decides it's a good time for everyone to head to their rooms for the night.

* * *

Leave a review.


	10. Chapter 10

I do not own Spider Man or any of the characters.

* * *

Hired

"I'd better go make sure they behave themselves," Jess sighs, following. "Good night everyone!"

A few people return the sentiment and Mr. Harrington decides it's a good time for everyone to head to their rooms for the night. However, as soon as I'm in my room, I stop, setting Lexi on her feet and staring across the room at a black guy in a black trench coat with an eyepatch and a gun aimed at Lexi. He fires instantly, but I form an ice shield in the projectile's path, catching the back half of a tranquilizer dart before it can hit her.

"You know, it's not every day I get to meet my favorite character in Mortal Kombat in person," the man says.

"I hate that fucking costume," I grumble, Lexi giggling as Jess steps inside, eyes wide.

"I _was_ going to put your girlfriend to sleep, so we could talk in private, and I was going to have you lock her sister out of the room, but I suppose you'll just have to let them hear," the man says.

I nod to Jess and she closes the door as I let my ice evaporate, the dart dropping to the floor. Both girls assume their true form and the man doesn't so much as blink. They turn back and he nods slightly.

"To Parker's room," he says. "Now."

We nod and he walks us to the room, standing us against the opposite wall while he sits in the corner where he's to the right of the door. We hear Peter and Ned talking, heading toward the room, and as soon as the two of them step into the room, Ned in the middle of telling Peter how he and Betty got together, the man in the corner hits Ned with a tranquilizer dart, Ned dropping onto his bed instantly. Peter, who had stopped to stare at me, Lexi, and Jess, turns to look at Ned, then back at us. He follows the line my finger makes to the guy in the corner and inhales deeply, eyes widening slightly.

"You're a very difficult person to contact, Spiderman," the guy says.

"You're Nick Fury," Peter says. "And you just shot Ned."

"Just a mild tranquilizer," Fury says. "He'll be alright."

"Wait, you three work for Fury?" Peter asks.

"Nope," I say. "We're hostages."

Peter blinks twice before nodding.

"So good to finally meet you Spiderman," Fury says, obviously wanting to get whatever conversation he wants to have moving. I saw you at the funeral, but I didn't think that was a good time to exchange numbers."

"No, that would have been really inappropriate," Peter says.

"That's what I just said," Fury says.

"Right," Peter says.

"Funeral?" I ask.

"Mr. Stark's," Peter says.

"Ah," I nod.

"I don't think you and I have been properly introduced," Fury says. "I'm Nick Fury. You can call me Fury. I'm a person you very much do _not_ want to cross."

"What powers do you have?" I ask.

"Intellect," he says. "I was the head of SHIELD before it was shut down."

"I'm assuming the shield you're referring to isn't the medieval kind," I say.

"Strategic Homeland Intervention, Enforcement, and Logistics Division," Fury says. "We were the guys who did whatever was necessary to protect the world, and if you were _from_ the world, or a handful of other planets in this galaxy, you'd know that. So, who are you?"

"Ben Dover," I smirk.

"Do I look like I'm in the mood for jokes?" Fury asks flatly.

"Not at all," I say. "Just call me Ben."

"Alright, Ben," Fury says. "Who are you, and where are you from?"

"Ice Spider," I say. "And I'm from away. _Very far_ away."

"Right," Fury is silent for a moment before turning back to Peter. "You're in Venice. I tried to bring you here, you avoided me, and now you're here. What a coincidence."

"Wait, _was_ this a coincidence?" Peter asks.

"I used to know everything," Fury says. "Then I come back five years later and now I know nothing. No intel, no team, and a high school kid, is dodging my calls. Here's what I do know." He sets a small triangular device on the glass table in front of him and the corners rise as the machine whines to life, a yellow hologram of the Earth appearing, three small screens hovering beside the globe, playing footage of attacks by the water giant and a stone giant, plus one tornado strike. "A week ago, a village in Mexico was wiped out by a cyclone. Witnesses say that cyclone had a face."

Ned snores suddenly, Everyone looking over at him, Fury looking about ready to kill Ned for interrupting.

"Three days later, a similar event in Morocco," Fury continues. "A village was-"

Mr. Harrington knocks on the door frame, stopping at the door, thankfully. "Just making the rounds, seeing if anyone needs any emotional counseling after today's traumatic events."

Fury aims at Mr. Harrington's head.

"No, we're fine," I say. "We were just discussing our plans for Paris."

"Oh alright," Mr. Harrington says. "That's good, because I'm not actually qualified-"

Ned snores again.

"Oh, he's passed out," Mr. Harrington whispers. "I'm not really qualified to do it. Good night."

"Good night," Peter says.

Mr. Harrington closes the door behind himself and I sigh, looking to Fury.

"You were saying?" I ask.

"A village was destroyed by what may well be another world-threatening-"

A lighter, faster knock interrupts him and a vein pops out on the side of his head as his eye widens slightly.

"Babe, you still awake?" Betty asks. "You're not answering any of my texts."

"Um, he's asleep, Betty!" Peter calls through the door.

"Oh, already?" Betty asks.

"Mhm," Peter says. "Yeah."

"Okay," Betty says, walking away.

"That's why, it's imp-"

A third knock sounds, ben having to restrain a grin, lest he anger Fury any more than he already was.

"Hey boys," Mr. Dell says. "So that canal water today was filled with dangerous bacteria..."

"Another person touches that door, you and me are going to attend another funeral," Fury warns, picking up his device. "Suit up. Both of you. And bring the symbiotes with you."

I blink in surprise as Fury leaves through the window. "How'd he know what..."

I shake my head as Lexi envelops me and we leave the room, followed by Jess, so that Peter can change. A few minutes later, he comes outside, joining us in the boat Nick Fury has waiting for us. Lexi's already separated from me, leaving me in my real suit, mask included, and once again, Fury doesn't react in the slightest. Once we're moving, Fury reaches into his coat and pulls out an eyeglass case.

"Stark left these for you," Fury says.

"Really?" Peter asks, accepting the glasses and looking between them and Fury.

"Uneasy lies the head that wears the crown," Fury says. "Stark said you wouldn't get that because it's not a Star Wars reference."

Finally, they walk into a catacomb where a bunch of desks are cluttered with monitors, computers, keyboards, and other electronic equipment.

"You can both lose the masks," Fury says. "Everyone in here's seen one of you without it. You'd only be feigning anonymity and breathing through spandex for no good reason. The other one we're going to run a facial recognition search on."

"You won't find anything," I promise, pulling my mask off as Peter does the same.

"Don't be so sure," Fury says. "We can find anything. Come on."

We all follow him through the catacomb quickly, reaching a room where a much larger wall of monitors is, with a round holographic projector in the center of the room, and a desk with a high-powered sniper rifle off to one side, the man cleaning it looking like he was angry about something, but that might just be his face. Beside him, there was a woman typing on a computer.

"Over there we have Maria Hill," Fury introduced her. "That is Dimitri," Fury introduces the angry guy, "And this, is Mr. Beck."

Ahead of us, Mysterio turns to ward us. He's not wearing his helmet, allowing us to see his face. he's got neat brown hair, combed to the right, a brown beard, and a kind smile.

"Mysterio?" Spiderman asks.

"What?" Beck asks.

"Doesn't matter," Peter says. "It's just what my friends...have been calling you."

"Well, you can call me Quentin," Beck says, shaking Peter's hand and looking at me, taking in my suit with a single raised eyebrow. "Sub Zero?"

"Ice Spider," I correct him, also shaking his hand, head turned to the right where Hill is scanning my face, already having scanned Jess and Lexi. "That was more of a prank Lexi pulled."

I gesture to Lexi and he raises an eyebrow.

"A joke?" he asks.

"Long story," I say, waving a hand dismissively, just as Hill's search comes back completely negative on all three.

"Well I'll be damned," Fury says. "That's an impressive trick."

"You handled yourselves well out there today," Beck says. "I saw what you did with the tower. We coulda used someone like you on my world."

"And which world is that?" I ask.

"Mr. Beck is from Earth," Fury says. "Just not yours."

"There are multiple realities, Peter," Beck says.

"No shit," I breathe, eyebrows rising, no one else hearing me besides Lexi and Jess.

"This is Earth, dimension six-one-six, I'm from Earth eight-three-three."

"My condolences," I say. "I heard eight-three-three was gone."

Dimension eight-three-three was the one the Green Goblin that had come to our dimension was from, the one that was missing.

"You...know about the other dimensions?" Beck asks.

"I should," I nod. "I'm from one of them." I turn to Fury. "Hence why you couldn't find me. What dimension did you say this was? We got tossed around a little in our trip between and got lost."

"Six-one-six," Beck repeats.

"Ah," I nod. "My thanks."

"I have a million questions," Peter says. "For both of you."

"Later," Hill says, switching the hologram of the city into one of a galaxy.

"They were born in stable orbits within black holes," Beck says. "Creatures formed from the primary elements. Air, water, fire, earth. The Science Division had a technical name." He shakes his head. "We just called them Elementals."

As he had been speaking, the hologram had changed, zooming in on the black hole at the center of the galaxy and then generating four humanoids around it, each of the Elementals Beck had listed.

"Versions of them exist across our mythologies," Hill says, the four Elementals being replaced by gods of their respective elements.

"Turns out the myths are real," Beck says.

"Like Thor," Peter says. "Thor was a myth, and now I study him in my physics class."

I stare at Peter, as do Lexi and Jess.

"These myths, are threats," Fury says, walking past Beck.

"They first materialized on my Earth many years ago," Beck says. "We mobilized and fought them, but with each battle, they grew. Got stronger. I was part of the last battalion trying to stop them. All we did was delay the inevitable."

The hologram had been showing Earth with several locations listed, battles, I assume. As he said the last part, the world began to change, a dark red spreading over it from Europe until the whole planet was a torched wasteland.

"The Elementals are here now, attacking the same coordinates," Hill says. "Our satellites confirm it."

"So thank Mr. Beck for killing the other three," Fury says. "There's only one left. Fire."

"The strongest one of them all," Beck says as the holographic Earth begins to crumble. "The one that destroyed my Earth. It's the one that took my family." He begins to spin a silver wedding band around his finger.

"I'm sorry," Peter says.

"Well, I happen to be the perfect person to get you revenge," I say.

"I couldn't agree more," Beck nods.

"It will be in Prague in approximately forty eight hours," Hill says.

"We have one mission," Fury says. "Kill it. And you're all coming with us."

"Lexi and Jess are going nowhere near that thing," I say flatly.

"I'm sorry, did you say Prague?" Peter asks, Hill nodding. "I'm sorry, Mr. Fury, this all seems like big-time...huge...superhero kind of stuff, and...I'm just a friendly neighborhood Spiderman, Sir."

"Bitch, please, you've been to space," Fury says.

"I know, but that was an accident," Peter says.

"You _accidentally_ went to space?" I ask.

"Kind of," Peter says. "Sir, come on, please, there's gotta be someone else you can use!"

"What about Thor?" Peter asks.

"Off-world," Fury says.

"Okay, um, Doctor Strange?" Peter asks.

"Unavailable," Hill says.

"Captain Marvel?" Peter asks.

"Don't invoke her name," Fury says seriously.

"Sir, look, I really want to help," Peter says. "I do. But if my aunt finds out I left my class trip, she's gonna kill me. And if I'm seen like this, in Europe, after the Washington Monument, my whole class will figure out who I am, and then...then the whole world will figure out who I am. Then I'm done."

"Okay," Fury nods. "I understand."

"I'm sorry, what?" Peter asks.

"Why don't you get back before your teachers miss you and become suspicious," Fury says, then smiles, a truly disturbing sight. "Dimitri, take him back to the hotel, please."

Dimitri nods and walks away, Peter slowly backing away from Fury.

"Thank you, Mr. Fury," Peter says. "And uh, good luck." He turns as he nears Beck, who's smiling kindly still.

"See ya kid," Beck says.

"Yeah, see ya," Peter says. "Bye ma'am." He raises a hand to Hill as he passes her.

"Yeah," Hill says flatly.

Then, he leaves with Dimitri and I turn back to Fury.

"Can I talk to you for a moment?" I ask. "There's some stuff I'd like to know about this dimension, and clearly you have the answers."

Fury nods and leads me to another room, Jess and Lexi coming with me. He locks the door once we're in and turns to me. "This room's completely sound-proofed, and the only camera feed is to Hill's personal computer, the sound going to her earpiece. No one else will know. Now, what is it? I saw the way you were watching Beck."

"Actually, I'd like to start with you," I say. "How do you know what symbiotes are?"

"We've dealt with them on this planet," Fury says.

"Right," I nod. "So, then, I assume you know what happens when a symbiote bonds with an unwilling host? And you, of course, know that they can read their host's mind, no matter what kind of spy training they have."

Fury glares at me before sighing. "Alright. Fine. I'm a shapeshifter named Talos, species Scrull. I'm a stand-in for Fury. However, that all needs to remain a secret."

"And I'm guessing Hill is one too?" I ask.

"She is," Fury nods. "Now your turn. What's your story?"

"Bitten by a radioactive spider, gained the ability to generate ice from nothing somehow, because that's so clearly something to do with spiders, fought a group of renegade symbiotes in order to protect the queen, who I fell in love with, started dating the queen, and I've been working as one of my universe's two Spidermen, three if you include White Spider, which is what Lexi is usually called when she makes herself a spider suit to help. Our universe thinks there are a bunch of us, though, but only because there are five others who come to our dimension all the time to hang out, since we're all friends."

"You must be quite well-versed in inter-dimensional travel, then," Fury says.

"First time, actually," I shrug. "Although, we definitely didn't get lost, and we're _definitely_ not in six-one-six. There _is_ a six-one-six, but this isn't it. This is one-nine-nine-nine-nine-nine. Beck's lying through his teeth. Eight-three-three wasn't destroyed by Elementals. It was destroyed by a being of that universe, who became infected by a parasite, then destroyed his reality by one means or another, likely by angering a being in its universe that had the kind of power needed to wipe the universe out. However, the parasite-infected person came to our world and fought us, died, and passed his parasite on to my cousin. We're searching for him now."

"I see," Fury nods. "How do you know this?"

"Honestly, the part about how the universe was destroyed is a theory," I say. "But we tested Omega's DNA in a device one of our friends made for scanning dimensions and it registered as dimension eight-three-three. There's another person from eight-three-three living in our dimension now, but he's manageable."

"I see," Fury says. "So, what would _you_ recommend we do with Beck?"

"Well," I say. "The only part I know is bullshit is the part about him being from eight-three-three, and this is obviously _not_ six-one-six. He _could_ technically be from a different dimension but doesn't want to say witch, and he may have gotten lost on the way here. So the part about the Elementals may be true. When I fought the water Elemental, I definitely got hit with water, and I definitely froze parts of it. For now, we'll work with him against the fire Elemental. If nothing else, that thing needs to be stopped, and Beck's powers will help."

Fury nods. "Let me know if anything comes up."

"I will," I nod. "Anyway. We better get back. See you around."

Fury nods and we all leave, heading back to the hotel and slipping into the room through the window. I change into a pair of pajama pants and Jess and Lexi both decide to sleep naked. We all climb into one bed and I sigh as Lexi's leg brushes against my erect member and she grins knowingly.

"And you call me high-maintenance," Lexi teases, before growing serious. "What should we do?"

"Fury's going to hijack our trip," I say. "No getting around that. We're going to Prague. When we get there, you guys protect the others. Stay away from the Elemental. And Beck. I don't trust him. And if I have to fight him, let me handle it on my own."

Both nod and I sigh, kissing Lexi goodnight, then Jess as well when she jabs me in the ribs. Then, Jess kisses Lexi, both slipping their tongues into each other's mouth and moaning just to mess with me, before separating and laying their heads on my shoulders. I sigh, closing my eyes and settling in to sleep, only to lie awake as they both drift off, thoughts of what I would rather be doing keeping me awake. Maybe Lexi has a point.

* * *

Leave a review.


	11. Chapter 11

I do not own Spider Man or any of the characters.

* * *

Hijacked

I smile as Lexi leans on my shoulder.

"Dude, are you sure you're okay?" Peter asks Ned.

"Oh, dude, I'm fine," Ned smiles. "Honestly, getting tranq'ed in the neck by Nick Fury is probably the coolest thing that will ever happen to me."

"Yeah, it _is_ pretty cool," Peter says as he and Ned begin to do some long, complicated secret handshake. "I'm just glad I don't have to go to Prague."

"Seriously," Ned agrees.

"Good news," Mr. Harrington says cheerfully. "We're going to Prague!"

"Called it," I say as Peter and Ned stare at each other, frozen in horror, then at Mr. Harrington.

Everyone stares at Mr. Harrington.

"Yeah, tour company called," Mr. Harrington says. "They upgraded us. You should have heard me on the phone with them. I really gave 'em hell."

"All I heard was crying," Mr. Dell says, several people grinning.

We all leave the hotel, following Mr. Harrington. Finally, we reach a very fancy black tour bus where Dimitri is waiting by the door, looking as angry as ever.

"Look at our upgraded ride!" Mr. Harrington says, gesturing at the bus, which has the others, minus those who know what's in Prague, excited.

"I'm impressed Mr. Harrington," Mr. Dell says.

"Oh come on!" Peter groans upon seeing Dimitri.

"Peter what...what's going on?" Ned asks.

"I think Nick Fury just hijacked our summer vacation," Peter says.

"Wait, this is your summer vacation?" I ask. "I thought we were on a field trip."

"Nope," Peter says. "Vacation."

"You mean I could be laying on a beach with my girlfriend right now?" I ask.

"Pretty much," Peter says, walking toward the bus where the others are loading.

"I hear there are nice beaches in Prague," Ned says.

"Ned, Prague is almost literally in the center of Europe," I say as we follow Peter. "Nice to see you again Dimitri. Want me to take care of the bags for you?"

Dimitri just tilts his head toward the door and I nod, getting on without another word, me, Lexi, and Jess all sitting together in the seats near the back, me by the window with Lexi in my lap, and Jess sitting in the seat beside me. Lexi lays her head on my shoulder and wraps her arms around me and we remain silent as we drive. As we're passing through the Alps, hours later, Lexi glances behind us at Peter and raises her head.

"Nice glasses," she smiles.

"Thanks," Peter replies as Jess and I both twist around curiously, seeing him wearing a pair of aviators.

I nod approvingly. "Doesn't suit you, but those _are_ nice glasses."

Peter sighs, looking down at the case, holding up a flash card with a note. "For the next Tony Stark. I trust you. Say EDITH."

Suddenly, his glasses' lenses lit up for a moment and I could just barely catch a feminine voice, but it was too quiet to hear what she was saying.

"Hello?" Peter asks, the voice responding. "Huh. So he made you for me?"

"You have an AI?" I ask quietly, Peter nodding. "Sweet."

I twist back around, Jess doing the same and Lexi settling back against me. After another half hour, we stop at a rest stop and everyone hurries off the bus As I'm about to leave, however, Dimitri holds his arm out stopping me, then points to a building off to the left. I nod and head to the building, Peter following. As we walk into the room, we stop, staring at a tall blonde woman with tight black pants, a tight black leather jacket, and an impatient expression on her face. She also had a thick, sexy German accent when she told Peter to close the door. He does as instructed and I make a mental note to ask Lexi if she can imitate accents. That could be fun.

"Um...I'm Peter Parker," he says, walking over and offering a handshake.

"Take off your clothes," she says.

"Excuse me?" Peter asks nervously.

"You told Fury Spiderman cannot be seen in Europe," she says, picking up a black block of fabric from the foosball table beside her. "So I made you this, another suit."

"Oh, uh, thank you," Peter says nervously, accepting the suit. "I'm sure it fits fine, I don't need to try-"

"Take off your clothes!" she snaps.

"Okay," Peter says, setting the new suit back down.

"This is a little embarrassing," Peter says nervously, slowly unbuttoning his pants.

"Now!" she snaps. "Hurry up!"

"I'm kind of disappointed you don't want to see me naked too," I smirk. "Granted, I'd never actually-"

"You take off your clothes too," she says. "I made one for you as well."

"I already have two suits I can wear," I say. "I can just wear my Sub Zero costume again if I don't want to look like Spiderman."

"Take off you clothes!" she snaps.

I feel my heart stutter and my twin brother start to stir. I can't help it. I like accents. I shrug and pull my shirt off, tossing it onto the foosball table. However, as I reach for the button of my pants, the door behind me opens and I turn to see Brad staring at us, me shirtless and Peter with his shirt still on but his jeans around his ankles. However, Peter's currently standing partway behind the woman, keeping her from drawing the pistol she had reached for, which only makes the situation worse.

"Uh..." Peter fails to think of a legitimate excuse, not that anything would make this seem anything but what it looks like.

"Sorry," Brad said. "I thought this was the bathroom."

"This is not what it looks like!" Peter says. "Just-"

"Yeah," Brad says, taking a picture of us.

"What are you doing?" Peter asks. "Brad!"

"I'll leave you three alone," Brad says.

"Shit!" Peter swears, quickly grabbing his pants and running after him as he zipped and buttoned them.

I chuckle, using ice webbing to close the door, this time freezing it that way, as well as the two other door into the room. "Well, might as well try it on."

The woman nods and I drop my pants, kicking them off to the side before she hands me a suit. I pull it on and inspect it. It's a perfect fit, and consists of loose black pants, a tight black shirt, a black ballistic vest that ways about two pounds, and a black half-mask like my Sub Zero outfit has, except this one's completely metal and has three valves inside.

"What are the valves?" I ask.

"The middle one will allow you to breathe out, as well as spit saliva, vomit, or blood if necessary," she says. "The two on the sides will provide you with fresh air for thirty minutes, allowing you to breathe without worrying about smoke inhalation during the fight. Test it."

I nod and put the mask on, clipping the back using a pair of snaps that are easy for me to take off, but that have small metal pieces I have to squeeze in to take it off, allowing it to be secure during the fight and not likely to fall off. I inhale and the air flows into my lungs as easily as breathing without the mask. When I exhale, it's the same. I take it off and nod. "It's good."

She nods and hands me a pair of small round pieces of metal, the same size as a pair of circles in the metal where the air comes from, but outside. "These are extras, just in case you need them. The mask is fully waterproof, as well, up to three hundred meters, so don't worry about swimming if the need ever arises."

"Thanks," I say, changing back into my clothes and slipping my new suit and Peter's into my backpack, having to stuff mine a bit, since it's not neatly folded and compressed like his.

I thaw the doors and head back to the bus, arriving just as the others are getting on. I stop beside Peter and drop off his suit, then head back to Lexi and Jess, retaking the same spot as before. I see Peter look back at Brad fearfully as Brad's looking at his phone. I guess Peter didn't get the picture deleted. I lean my head against Lexi's and smile, however, after a second, the bus suddenly swerves wildly and my head snaps up, seeing Peter in the aisle and Dimitri struggling to regain control. I look behind us and see a drone following us.

"Oh shit," I breathe.

Peter stands in the aisle, but before he can do anything, Lexi joins with me and we slide our foot to the side. Ice forms under the bus, a spike of it erupting outward and impaling the drone, then breaking off, the drone breaking apart as Lexi separates from me and the ice fades. Peter nods to me and sits down, seeming exhausted suddenly. Lexi lays her head back on my shoulder and I rest my head on top of hers again. After another couple minutes, Brad walks up to sit beside, MJ, only to find that his picture of me and Peter with the blonde is suddenly missing. I hum thoughtfully. That AI is useful.

* * *

Leave a review.


	12. Chapter 12

I do not own Spider Man or any of the characters.

* * *

Prague

I look around the hotel as we walk in. It's fancy, expensive, and possibly about to be a pile of ash if me and Beck can't stop the Elemental. I like it, though. It's the kind of place that will have room service. And alcohol. I've been lucky so far. I haven't had a single dream the entire trip, let alone nightmares. But I'm a little worried about the upcoming fight. It's going to be dangerous, even for me. And especially for Lexi and Jess. However, they've promised to stay far away from the fight, no matter what, so I'm praying that'll keep them safe.

Suddenly, Peter's phone begins to ring and he walks away to answer it as Mr. Harrington informs the rest of us that the Carnival of Lights is tonight, also the same night as a giant flame monster will attack. I sigh, Lexi looking over at me knowingly.

"It'll be okay," she says quietly. "This is what your powers were made for."

I nod and look over at Peter as he walks back over, rummaging through his pack before pulling out a small black earpiece. He nods to my own pack and I pull it off, taking the earbud I had found the first time I put mine on in.

"The good news is, we've all got our own rooms," Mr. Harrington was saying, everyone cheering.

"Parker, Dover?" Fury's voice asks.

"I'm here," I say.

"Me too," Peter says.

"Head outside," Fury says. "Dimitri will bring you here."

"Roger," I sigh, Lexi giving me a confident smile, Jess mirroring it.

I kiss Lexi and take my suit out of the backpack, handing it to Lexi. "Put this in our room for me?"

Lexi nods and kisses me again. "Go kick its ass."

I smile and nod, then walk out of the building with Peter. We follow Dimitri to Fury's base here in Prague. Peter's distracted, worrying about the others and wishing for a normal life. I can sympathize, as much as my old self would hate to admit it.

"Parker, Parker! PARKER!" Fury snaps. "That thing will be here in a few hours. Are we boring you?"

"He's not bored," Beck speaks up. "He's thinking about how you kidnapped him."

"He had obstacles," Fury says. "I removed them."

"No, you made them worse," I say. "For both of us. You put _both_ of our friends in the same city as a monster that has the potential to destroy the entire planet, nevermind just Prague. You _know_ what fire does to Lexi and Jess."

"And I'll buy some eyedrops so I can cry for your symbiote girlfriends later if you can't do your job well enough," Fury says. "For the time being, do your job, and nobody gets hurt."

"They still won't evacuate the city," Hill says.

Fury sighs. "Idiots."

"You put the people we love in the crosshairs just so we'd be there too, and you expect Peter to not be distracted?" I ask. "He's got strength and flammable webbing. I've got ice powers and I had already promised to help," I say. "Why are you so desperate to have Peter help?"

"I apologize for getting you some moderately competent backup," Fury says. "Parker, what's the plan?"

"Ben and I will be in the cathedral tower watching for the fire monster," Peter says. "Once we see that, I will radio you guys, and that is when Ben, Mr. Beck, and I will-"

"My name is Mysterio," Beck interrupts, smiling knowingly at Peter, who grins.

"That's when Ben, Mysterio, and I will move in," Peter says.

"Peter, listen to me," Beck says. "The best hope you have, the only hope, is to stop it here and now, no matter the cost. We'll handle the damage. You keep it away from civillians as much as you can. But for both of you, most importantly, keep it away from metal. If it gets too big, it'll be able to draw power from the Earth's Core. After that, there's no way to stop it."

"Alright," Peter nods. "I'll try. But...like Ben said, my friends are here. Can you guys try to keep them away from the fight, Mr. Fury? You have people everywhere, right?"

"You're worried about _us_ hurting your friends?" Fury snaps. "You? Who called a drone strike on your own school tour bus? Stark gave you a multi _billion_ dollar A.R. tactical intelligence system, and the first thing you do with it, is blow up your friends. It's clear to me you were not ready for this!"

Fury turns, walking back to his computer, and Peter and I leave the base, Peter heading to the roof of the hotel while I walk to the room I'm sharing with Lexi and Jess, without permission. I sit on the bed and sigh heavily. Lexi wraps her arms around me from behind, kissing my cheek.

"It's going to be okay," Lexi promises. "Everyone's going to be okay."

I rest a hand on her forearms, tilting my head against hers. "Promise me that you won't try to help me, or go near the Elemental, no matter what happens. Even if I'm hurt."

"I promise," Lexi says.

"I promise," Jess says.

I nod and Jess sits beside me, hugging us both, both girls holding me tight. A little while later, Mr. Harrington announces we've been "upgraded" to an opera, rather than the Carnival of Lights. Peter nods to Ned who nods back, and begins to agree with Mr. Harrington. After a few moments, we're all sent to our rooms to change into the dress clothes Mr. Harrington forced us to pack. Lexi and Jess both form a classy dress from their bodies, and I borrow a button-down shirt and black slacks from Flash, under the threat of telling everyone Peter knocked him out on the bus. We walk through the city to the opera house, passing people heading for the carnival the entire way. I stand off to side with Lexi and Jess, eavesdropping as Peter and MJ talk, Peter actually getting the nerve to tell MJ she looks pretty, and MJ offering to share opera glasses and sit next to each other, Peter agreeing. As MJ walks away to save him a seat, Peter gives me a knowing, heartbroken look.

I give Lexi a light squeeze, Lexi having been held tightly in my arms, holding me as well, her head tucked under my chin since we arrived. She squeezes me back before pulling back and smiling up at me, eyes watery. I brush a stray tear away and kiss her on the forehead.

"Go block Brad for Peter, okay?" I say. "Cover for us, alright?"

She nods and her and Jess walk to the seats at the front, me and Peter walking out, Peter pausing to take one last look at MJ before he follows me.

"You had Lexi and Jess sit beside MJ?" Peter asks.

"Better them than Brad," I say. "Lexi's covering for us."

Peter nods. "Hopefully we'll be back soon."

"We will be," I say, opening my button-down, my suit's black shirt under it. "Just keep the civilians away from the Elemental. Let me and Beck worry about it."

Peter nods and we swing up to our spot, both changing quickly. We wait in silence, Peter reporting the suit's good, claiming it's tight around the "ole web shooter," only to get yelled at as I laugh. Finally, I sigh, looking down at the plaza we're overlooking and stop, staring at the fountain in the center of it where the water's boiling.

"Show time Beck," I say. "Fountain water's boiling."

"Roger," Beck says. "On my way."

The ground around and under the fountain breaks apart, molten rock reaching up to the metal statue in the center, beginning to melt it. I hurl a ball of frozen ice at it, freezing the entire statue, but after a moment, the ice suddenly shatters, the statue falling away into liquid metal as a massive humanoid of molten rock formed, roaring. It drops off the statue's pedestal and begins to absorb a police car. I form an ice slide, sliding to the ground and hurl another sphere of frozen air. A massive ice formation appears on the creature's shoulder, and it roars, staggering backward, a step before the ice melts in seconds and the creature kicks the cop car's remaining half, sending it spinning at me. I freeze it into a pillar of ice and stop it, suspending it five feet in the air, then begin to run, hurling a spear of ice at the creature. It stabs into his side and it roars, the spear melting in seconds as the creature heads for the nearest metal object, the merry-go-round. As the creature steps over a fire hydrant, Peter rips the hydrant off and water explodes up into the creature, which roars in pain, only to charge out of the steam a moment later, directly into a giant spiked wall of ice, smashing straight through, the entire wall falling to the ground and beginning to melt.

"Damn, this thing's ridiculous!" I snarl, forming another ball of frozen air, focusing this one and making it colder than usual. "Try this!"

I hurl it and it explodes as it hits the Elemental, encasing its entire body in ice. However, the ice begins to glow red instantly before exploding off, the creature roaring angrily. It swipes at me and a massive wave of molten rock sails toward me, only for me to get yanked out of the way by Peter. While Peter pulls me out of the way, the creature, blocking Beck's energy beams with its arm, smashes the carousel, beginning to grow as it rapidly melts the metal.

"No, Beck!" Peter shouts. "He's got the carousel! He's getting bigger!"

"Fuck this thing!" I shout, sending a stream of frozen air at the creature, the creature roaring and raising its arm, which freezes solid, then breaks off, shattering on the ground. "Fuck yeah!"

Peter cheers, only for me to hurl myself to the side as the ground below me explodes, molten rock surging across the ground to the Elemental again. "That's not fair!"

"Night monkey!" Betty's voice shouts above us, my gut dropping.

I look up, seeing her and Ned in the Ferris Wheel and groan. "Hey, Night Monkey!" I point upward at them as Peter glances at me.

He looks and shouts in fear and surprise, leaping up to them The Elemental roars, charging toward the ride, but Beck and I both get in front of it, blasting it with our powers, making it back away. Peter hurls a massive chunk of stone into its chest and Beck blasts the rock, the explosion of his powers on the rock larger than his powers hitting the Elemental directly, blasting a patch of its chest into black rock with a green outline for a moment before it regenerates.

"That hurt it," Beck says. "Keep it coming!"

I hurl the next boulder while Peter gets Ned and Betty out of the Ferris Wheel. However, just as we do, Beck gets punched and goes flying, barely having shielded himself. Then, the Elemental punches the ground, fracturing it over to under the Ferris Wheel, which begins to tilt toward it. I slam my hands into the ground, several ice pillars forming, only for the Elemental to stomp, flames exploding out of the ground and blasting them all. It reaches for the ride, but Beck begins to blast its hand, holding it back. Peter moves to stop the Ferris Wheel from falling with his webbing and I move to help Beck.

"Get the fuck away from it!" I shout, hurling sphere of frozen air after sphere of frozen air.

However, each time ice forms over its body, it just shatters instantly. It _does_ however, cause the Elemental pain, and it staggers away from the ride, roaring. Unfortunately, as it does, it hits a scaffolding, which falls on it, beginning to melt as it roars, beginning to grow, its face deforming in what I could swear was a grin. I swallow hard, Lexi and Jess's faces flashing through my mind.

"No," I say. "I won't let it win. I won't let it hurt them. I won't lose!"

I send a massive beam of my concentrated ice power at the Elemental, but it roars and a massive jet of white-hot flames erupt out of its mouth, hitting my power and fighting it, holding it off. I roar in effort, pushing harder, only for Peter to suddenly yank me backward, just ahead of a massive molten fist. I flip back to my feet as the Elemental roars, beginning to grow rapidly as the ground below it begins to glow cherry red, spreading outward from its feet, melting near it. It's too late. It's begun to draw power from the Earth's Core. Beck stops to hover beside Peter, turning to him as his helmet disappears.

"Whatever happens, I'm glad we met," Beck says.

"Beck, what are you doing!?" Peter shouts.

"What I should have done last time," Beck says, green energy flooding out of the air around him, into his body.

He shouts in agony before streaking forward, green energy racing over his body. Then, he explodes into the Elemental's chest, the Elemental roaring, starting to turn green rapidly before it exploded, a wave of green energy flashing outward. We run over to Beck, who's lying on the ground, smoking and covered in light burns and soot.

"Mr. Beck!" Peter gasps, just as Beck begins to roll onto his back, groaning and panting. "Oh thank God!"

"Damn man," I say, inspecting him as Peter helps him stand. "You tanked that shit like a pro."

"Sure doesn't feel like it," Beck groans. "Granted, I didn't expect to wake up, so I suppose that's a good start."

"So it's over?" Hill asks.

"That was the last of them," Beck nods.

"But not the last threat we'll ever face," Fury says. "We need to stay vigilant. There's a void in this world for someone like you. Hill and I are going to Europol headquarters in Berlin tomorrow. You should join us." His eye flicks to me, then back as Beck stands, smiling and extending his hand.

"Thank you," Beck smiles. "I just might take you up on that."

Fury turns and walks over to Peter as Beck sits back down. "You've got gifts Parker, but you didn't want to be here."

"Mr. Fury, I-"

"I'd love to have you in Berlin too," Fury says. "But you've got to decide whether you're going to step up or not. Stark chose you. He made you an Avenger. I need that. The _world_ needs that. Maybe Stark was wrong. Was he?"

Peter's eyes fall in shame, watering.

"The choice is yours," Fury says, turning to me. "You're welcome to join us too, if you're sticking around. Just make sure you keep your pets on a short leash."

"You insult Lexi and Jess one more time and the only one needing a short leash will be me, that way I don't show you why guys that are half blind should watch what they say, and who they say it too," I warn. "but then, I suppose it wouldn't do you any good if someone told you to keep one eye open, would it."

Fury's eye narrows at me before he turns, walking away.

Beck walks over to Peter and rests a hand on his shoulder. "Let's get a drink." He glances at me but I shake my head.

"I'm heading back to the others," I say. "Drink one for me."

Beck nods and walks away, Peter following, reminding Beck that he's not twenty one yet. I turn, heading up to the chapel tower and changing back into my dress clothes before dropping back into the street and heading back. However, within a couple of blocks, MJ steps out in front of me, arms cross and Lexi and Jess following.

"Where did you two go?" she asks. "And where's Peter?"

"Something came up," I say. "I'm not actually sure where Peter is right now."

"Right, and that giant monster that just attacked?" MJ asks. "Were you just watching the superhero fight that one too?"

"_Heroes_, actually," I correct her. "And yeah. I like superheroes. I'm sorry. I always wanted to be one, so I like watching them fight. What about you?"

"I was looking for Peter," MJ says. "Instead, I found Mysterio, a guy wearing a black suit, kind of like that one you've got folded up under your jacket, and a guy wearing another black suit with all the same powers as Spiderman."

I watch her for a moment before sighing. "Alright. I'll admit it. You're not bad. You'd make a pretty good private detective. Yes. I'm the guy with the ice powers. I know Mysterio, and I know the guy in the black who ripped off Spiderman. He calls himself Black Spider, though the news might make up a different name for him."

"So it wasn't Spiderman?" MJ asks.

"Nope," I say. "Just the European rip-off. He's a Scottish guy, so when he gets pissed off it's pretty entertaining. Picture a leprechaun voiceover for any Spiderman fight you've ever seen on the news."

MJ just stares at me.

"What?" I ask.

"We should get back before everyone starts to worry," she says finally.

I nod and she turns, walking away as Lexi and Jess step up, hugging me. I give Lexi a long kiss before pulling back. "I thought you were supposed to keep them there."

"We tried, but MJ's pretty good at disappearing into a crowd," Lexi says. "We didn't find her again until the fight was practically over. I'm sorry."

"It's alright," I say as we follow MJ back toward the hotel. "It's over now. I just want to go back, shower the smell of smoke off of myself, and sleep for a week."

Lexi nods in agreement. Unfortunately, as soon as we get back to the hotel, Mr. Harrington tells us to pack our bags. Everyone's parents want them home, so we're all heading back to America in the morning. I sigh. Oh well. It was fun while it lasted. We walk into our room and I grab clean pajamas, then head to the bathroom, taking a quick shower before heading to bed. As I lay down, Lexi and Jess both cuddle into my sides.

"Goodnight," Jess says.

"Sweet dreams," Lexi says.

I smile and give both a kiss before setting my head back down and willing myself to drift off to sleep.

* * *

I scream, thrashing, pulling, shoving. I try desperately to break free, but he holds on. His claws dig into me, tearing at my skin, shredding me. Two of them stab into my eyes, but I can still see. In front of me, there are two more voices screaming. Lexi and Jess. Lexi is being dragged into the fire Elemental by tendrils of molten rock, screaming in agony as she dies slowly, her hand reached out for me, screaming and pleading for me to save her. Further to my right, Jess is screaming as Jake, fully mutated into a new Omega, rips her apart, his mandibles shredding her skin as his clawed hands rip entire chunks of her body away. I scream again as Carnage drives spikes through my body, turning them into barbed anchors, yet still I fight. I have to save them. I can't lose them.

Then, with one, final, horrible scream, Lexi is dragged completely into the Elemental, and Jake's mandibles snap closed around Jess's head, crushing it and splattering her blood across the ground.

* * *

"NO! ! !" I scream, sitting bolt upright, gasping for breath and with my body soaked with sweat, the same for the bed.

Two pairs of arms instantly wrap around me, but I shout in fear and fling myself away from them onto the floor, scrambling away, only for a body to land on me, pinning me down.

"Ben!" a voice snaps, making me fall still, staring up into a pair of light pink eyes.

"Lexi," I breathe, looking to the side where Jess is kneeling beside me. "Jess."

Then, I break, beginning to sob, Lexi pulling me into a hug as Jess wraps her arms around me from behind.

* * *

Leave a review.


	13. Chapter 13

I do not own Spider Man or any of the characters.

* * *

Not Over

I can't sleep. Not after the nightmare. I've been lying awake for more than two hours now, and yet I don't even feel tired. Every time I blink I see Lexi, burning to death, terror and agony on her face as I fail to save her. I see Jess covered in blood as grief and desperation fill her features. I can hear both of their screams, one begging me to save her and the other begging the love of her life not to kill her.

Lexi and Jess are both pretending to be asleep, but I know they're both awake. Every time I start to tremble from the aftermath of the dream, I feel them hold me tighter, calming me. I swallow hard, feeling their arms tighten around me yet again, and I do the same. Finally, Lexi raises her head, resting her chin on my chest as she looks up at me sadly.

"You have to rest," she says. "You need it."

"I can't," I say. "I'm not even tired."

"Try," Jess says, also looking up at me. "Hiding from these nightmares aren't going to make them go away. You have to accept that they're only dreams, and that they can't hurt you, or anyone else."

"I know that," I say. "But...I can't."

Jess sets her head back down, and Lexi reaches up, kissing me for a moment before settling back down with her chin on my chest, watching me.

"We'll stop by our universe to get your medicine whenever the scan is finished for this one," Lexi promises.

I nod just as a beep sounds from the bedside table behind her. She rolls, picking up the scanner and rolls back over, holding it so we can all see it. It flashes green twice, then red, a single coordinate appearing on an image of the globe. Venice. The location is reading as a black hole having been opened, twice. So he _was_ here. But not anymore.

"We missed him," Jess says miserably.

"Not for good," I say. "We'll find him again. It's only a matter of time."

Jess nods. "I hope so. So, we're leaving?"

I open my mouth to respond just as someone begins to pound frantically on the door, which is frozen closed. "Just a minute!"

Lexi and Jess both get up, Lexi forming herself a loose pair of silky pants and a loose, buttoned shirt, while Jess pulls on a similar outfit, both girls foregoing underwear. I thaw the door and open it, then immediately step out of the way of Peter, who's wearing his black suit, MJ, and Ned. As soon as I close the door, he yanks the mask off.

"I assume you told her everything?" I ask.

"Actually, she guessed I was Spiderman," Peter says. "I was going to throw you under the bus, but then something came up. Beck's a liar!"

"I'm aware of that," I say. "He's not really from an alternate dimension."

"No!" Peter says. "Not just that! Everything! It was all fake! The Elementals, the powers, him being a nice guy! All of it!"

"Well, something definitely hit us with a fuck-ton of water in Venice, and beat my ice while melting metal here," I say.

"Drones!" Peter says. "He was using drones! they have some kind of illusion tech to create fake Elementals and a fake Beck flying around fighting them, all the while using high-tech weapons to simulate the damage! They used flamethrowers for the Fire Elemental, and I'd guess probably some kind of seismic or sonic cannon for the water one to throw the water without actually hurting many people!"

I remain silent as the gears in my head churn. "So...a bunch of stupid machines beat my ice?"

"Apparently," Peter nods.

"Well that's depressing," I grumble. "Okay, so...let's go stop Beck."

"It won't be that easy," Peter says. "I...I thought he was a good guy...so...I gave him EDITH."

"You what!?" I snap, Peter flinching. I grown, running my hands down my face before inhaling deeply. "We need to go. Now."

"Right," Peter nods. "Ned, you remember the cover story?"

"Yeah," Ned nods. "Call May, have her call Mr. Harrington and tell him you're staying with family in Berlin."

"Good," Peter nods, heading for our window.

I turn to Jess and Lexi and both shake their heads. "I was actually going to ask for my suit, but I suppose we can go in pajamas if you want."

"Oh, a suit I can do," Lexi says as both girls shift into their true forms, Jess's pajamas dropping to the ground and Lexi enveloping me for a moment, then releases me, leaving me in my newest suit.

"Whoa!" MJ and Ned both say.

"What are you?" MJ asks.

"We're called symbiotes," Jess says. "Both of us, along with Ben, are from a parallel universe."

"Oh," MJ says. "And, is Ben a..."

"Human," I say. "Infected by some weird kind of spider that basically gave me magic ice powers."

"Ben," Peter says.

"Right," I nod. "We're coming."

"No, not that," Peter says. "I...I want you to stay with them. All three of you. Beck might come after them."

I pause for a moment before nodding. "Alright. We'll take care of the class. You go warn Fury. But Peter, if Beck's got illusion tech that can fake an Elemental so convincingly that none of us realized what was happening, including Fury, there's no way faking a conversation would be hard. Don't trust your eyes."

Peter nods and jumps out the window. I nod to Lexi and she envelops me again, reclaiming the suit before reforming as her human form again, wearing the same pajamas as before. Jess drops into a the puddle-like form Symbiotes normally take without a host, then regrows as her human form inside of her pajamas, allowing her to keep herself covered as she gets dressed again.

"Wait, is Lexi actually naked, and just uses her body to form clothes?" MJ asks.

"Basically," I nod. "They're not really that good with the whole, personal boundaries thing."

"Oh because you're so upset that I don't actually wear clothes," Lexi snorts.

"When did I complain?" I ask.

"Can we focus on the important matters now?" MJ asks. "We could be in danger."

"Trust me, you have no idea," I say. "Ned, Betty can't know any of this, understand?"

"Yeah," Ned nods.

"She's going to be a target anyway, though," I say. "Each of you is going to get assigned one of us three to protect...oh shit."

"What?" Lexi asks.

"Beck overheard me yelling at Fury about having you near a fire Elemental," I say. "The drones definitely have flamethrowers."

"We'll be okay," Lexi smiles. "Have a little faith in us. We're the most powerful Symbiotes for a reason."

"Carnage would argue that point, but alright," I nod, turning back to MJ and Ned. "Anyway, you two need to keep Betty with you, and also stay with us. We'll keep you safe."

The others nod. I sit on the bed and take a slow breath, then exhale just as slowly. After another slow breath, I pull out the inter-dimensional communicator we brought and dial Peni. It rings for a solid minute before her face appears. The feed is grainy and her voice is distorted, but it's good enough.

"Peni, he was in this universe but he moved on," I say. "Has anyone else found anything?"

"Yeah," she says. "They all...ported...thing. He...through a bunch...places." The video cuts out for a moment before returning. "...done there?"

"Not yet," I say. "There's something we have to finish here, but then we'll be heading back to our universe before heading to our next one."

She nods. "There...omething...with...nection. I can't..."

The video goes to static before switching off. I sigh, putting the communicator away. "Well, at least we're not the only ones who were close. Maybe we're closing in on him."

Jess nods. "I hope so."

"So, what do we do about Beck?" Ned asks.

"You three go to sleep, and lock your windows," I say. "In the morning, we'll see."

They both nod and leave. I sigh as Lexi wraps her arms around be from behind again. She gently kisses the back of my neck before resting her head on my shoulder. After a few minutes, I get up and climb back into bed, Jess and Lexi both joining me. They wrap their arms around me and Lexi reaches up, beginning to comb her fingers through my hair, quickly making me start to drift off. I tighten my hold on the two of them and brace myself for the nightmares as best I can, though it doesn't help.

* * *

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	14. Chapter 14

I do not own Spider Man or any of the characters.

* * *

Defender

I'm silent as we travel. We got switched again. We're flying home from London now, not Prague. It's Beck. It has to be. He's going to kill us in London. As we're leaving the train station, I look around carefully.

"Alright guys," Mr. Harrington says as we're nearing the door. "The company's set up a city tour, and then we'll grab a bite and head to the airport."

I narrow my eyes, but Lexi slips her hand into mine and I wipe the emotion from my face again.

"Okay, is no one else going to acknowledge how crazy this is?" Brad finally demands.

"I know, there's been nothing scientific about this science tour," Mr. Dell says.

"Wait, this is supposed to be a science tour?" I ask. "I thought you were the Social Studies teachers."

"Nope," Mr. Dell says. "Science."

"That's what happens when you join the last day of school," MJ says.

I shrug.

"I'm talking about Peter!" Brad says. "I mean, has no one else noticed how shady he is? I mean, I saw him in the back room of a rest stop with some woman in his underwear, and this new kid was there too! And then Peter's always sneaking away, like back at the Opera, huh? And now he's suddenly off the trip? Like back with his family in Berlin? Is no one else here interested in the truth?"

Ned opens his mouth but MJ holds a hand out, nodding subtly.

"The very concept of objective truth is fading out of the world," MJ says.

"George Orwell," Brad says, nodding. "Thank you MJ."

"I mean, well, since Peter's not really here to tell his truth, what about you Brad?" MJ continues. "Why do you think it's cool to take pictures of people in the bathroom?"

"Yeah dude," Flash says, phone up, having live-streamed the entire conversation so far. "What's that about?"

"No no no!" Brad says. "It wasn't like that! It was...uh...W-Why don't we ask the other guy that was there?" He waves a hand at me and I shrug.

"Sure," I nod. "I'm secretly Mysterio, and I was about to accept rough, gratuitous sex from a sexy blonde slut in some random building in a country that hadn't ever heard of Mysterio before, and just because I felt charitable, I was going to let Peter have a turn too, because, hey, why the fuck not? Oh, and, just so everyone knows, Lexi and Jess are actually sisters, but are also bisexual and we have threesomes, like, all the time, and they're both alien snot monsters who possess people's bodies and then just have these massive, sloppy, snot monster orgies to reproduce so that they can-"

"Alright that's enough!" Mr. Harrington finally snaps. "Let's just _quietly_ go on our tour and enjoy ONE FUCKING DAY OF THIS TRIP! ! ! Is that too much to ask!? Huh!? No!? Good!" He huffs, calming himself. "Okay. Let's go, then."

Everyone turns and starts walking, MJ sending Brad a smile while I wink and blow him a kiss, then hold my hand out, MJ slapping it as we walk away, Brad standing there, too stunned to actually know what to do. As we walk, Lexi leans in next to my ear.

"You know we're going to get you back for that snot monster bit, right?" Lexi asks.

"We'll see," I smile, giving her a quick peck before dancing out of her reach before she can try anything.

As we walk outside, we see a double-decker tour bus with an open roof on top waiting for us, the driver smiling pleasantly beside the door. We all board the bus, and I grow serious again. Lexi, Jess, and I all spread out over the top floor of the bus, having checked the bottom floor for invisible drones via me walking down the aisle with my arms spread. The rest of the class is also up top, and the tour starts off pretty easily. However, as we reach a massive bridge, storm clouds begin to form in the sky above us, thunder rumbling, and the bus stops, stuck in traffic.

"I don't like this, something's up," MJ says, leaning on the front of the bus beside me and Ned.

"It'll be fine," I say. "Better question, when are you going to tell Peter you like him?"

She scoffs, eyes wide. "No! I don't..." she scoffs again. "I _don't_ like Peter. He's just a friend. More an acquaintances, really. Barely more than a classmate!"

I smirk at her, one eyebrow raised and she swallows hard, glaring at me.

"How'd you know?" she asks quietly.

"Because, unlike Peter, I'm not so afraid to tell you I'm in love with you, that I'm able to notice how you steal glances at him whenever you think he's not looking, and how you've been using Brad to make Peter jealous for the first half of the trip," I say.

"Wait," MJ says. "What did you say?"

"That you're as obvious about your feelings for him as an elephant is while trying to hide in a field of sheep," I say.

"Okay, that was a really weird, yet effective, metaphor," MJ says. "But, no, about Peter."

"That you look at him when you think he's not looking?" I ask.

"You know what I mean!?" MJ snaps. "Does Peter actually like me?"

"Whenever we've finished dealing with Beck and our lives aren't in jeopardy, why don't you ask and find out?" I suggest, then looked around. Lexi and Jess both caught my eye and shook their heads.

As the storm begins to get worse, wind starts to kick up, quickly gaining strength. I shake my head. Something's not right. I go to the stairs and crouch, looking through the bus and swear. The driver's gone.

"Mr. Harrington!" I shout over the wind. "The driver took off! We need to leave!"

Everyone begins to panic instantly and I hurry down the stairs. I try the door but it's broken. I rip it open, breaking it before anyone can see it's locked, and we all leave the bus, sprinting away. A moment later, massive columns of water explode up from either side of the bridge, rapidly beginning to spiral together, forming a gigantic Elemental made out of a combination of all four. Barely thirty seconds after we've left the bus, a lightning bolt hits it, exploding and hurling it into the water, where it turns into a fireball, the fire combining with the Elemental, which roars down at us. I swear. That was close.

We keep running, and as we leave the bridge, drones begin to obliterate the bridge, then the shore on either side of the canal, making it look like the Elemental is destroying everything. Mr. Harrington leads us toward the Tower of London. We stop at a railing that has a good view, staring at the Elemental as it turns toward us, growling.

"Earth, Wind, Fire, Water," Mr. Dell lists. "Oh no! They've joined forces like the Power Rangers!"

I chuckle. Good analogy.

"You're thinking of Voltron," Mr. Harrington corrects.

"Who?" Mr. Dell asks as I glare daggers at Mr. Harrington.

What is he, six?

"Voltron!" Mr. Harrington snaps. "You're thinking of Voltron!"

"No, he's thinking of the Power Rangers," I say. "The decades old live-action TV show that Voltron is a rip-off of."

"Hey look!" Brad shouts suddenly, pointing. "It's Mysterio!"

"Wrong," I say. "It's our cue to run." I grab two of the others and shove them away from the railing, Lexi, Jess, and MJ helping. "Now! Move! That thing's going to level this area!"

They all begin to run and Lexi and I fall back. Once we're out of sight, Lexi envelops me, putting my most recent suit on me, then retracting and running to catch up while I swing up to the roof of a building overlooking the others. Suddenly, Lexi screams, sprinting out of an alleyway. I see Jess start to panic as Lexi begins to sob out something about me being struck by lightning and falling in the water, however, as MJ and Jess turn to go after me, I slide down in front of them on an ice slide, then place my hands down, forming a wall of ice to block the path.

"He's dead!" I snap. "Run now or you'll follow him."

Everyone turns to flee, and I follow them. As we run, the Elemental's hologram begins to fail, so beck allows the whole illusion to disappear. Instead, the hundreds of drones that were forming the illusion disperse, half staying with Beck, a quarter of them going after something, which I'll bet my life on being Peter, and the last quarter go to destroy the city. As we're running, Flash, who's been live-streaming all of this, shouts about the monster being full of drones. We reach a huge field just as a massive white jet lands ahead of us and we head for that. I work my way to the front of the group just as a fat guy with a beard wearing a suit calls out to us.

"Who are you?" he asks.

"Long story," I say. That thing fly?"

"Yeah," the guy says, just before a pair of drones shoot the jet with rockets, destroying it. "No. We need to run."

"Who are you?" MJ demands.

"I'm Happy, I work with Spiderman!" the guy says as the drones swing around toward us.

I step forward, forming an ice spear in my hand and hurl it, then snap my fingers. The spear splits in half, just before the drones, impaling both and they drop to the ground before exploding.

"Nice!" Flash cheers. "You're almost as cool as Spiderman."

"Yeah yeah, suck Spiderman's dick later!" I say. "Run now!"

"To where!?" MJ demands.

"Into the tower!" I shout. "There's an armory where we can hide!"

They all take off running and I find myself beside Happy.

"Here!" Happy says. "Hold this for me! Don't loose it or let it break! It's Peter's!"

I take a small round tin from him and toss it to Lexi, who slips it into her pocket, the tin sinking into her body instantly. As we run, two more come after us. I spin and hurl another ice spear, but it scratches the side of a drone and they keep coming. I swear, skidding to a stop and forming a massive ice wall, the drones both exploding against it, only for a rocket to blast it a moment later, hurling me backward. I groan as I push myself up, following the rest of the class into the Crown Jewels' vault, a pair of guards in red jackets firing up at the drones, actually destroying one, but the other shoots both then followed us in. We sprint through a hallway, around a wall with a stone carving, around another wall, completing an "S" curve, then all dive for cover as bullets start ripping through the wall, which Happy has said are eight feet thick, though he might meen the literal vault on the far side of the room we're pinned in.

We all hide behind a pillar and I form an ice sword, waiting. Across from me, Lexi has an extra eye on one of her fingers and is using it to peek around the corner, the other hand counting me down, though no one but me notices. As soon as she hits zero, I spin around the corner, slashing upward and splitting the drone part way before punching it and sending it exploding into the far wall. We turn and run into the vault, everyone besides me, Jess, and Lexi holding a weapon.

"Why aren't you out there fighting?" Flash demands. "You could destroy all of the drones!"

"Hardly!" I snort. "I'm not immortal! Besides, I was told to protect all of you!"

"By who!?" Betty asks.

"Peter," I say.

"You know Peter Parker?" Flash asks, swinging the camera around, only for me to swat it to the ground and stomp on it. "My phone!"

"To answer your question, yes, I know Peter," I say, glad my mask is distorting my voice enough for them to not recognize it.

"Hey there buddy," Beck's voice says through the locked vault door. "I thought we were friends. Allies. Fellow dimensional travelers. Didn't we fight that Elemental together? I couldn't have sold that fight nearly as easily without you. For what it's worth, I really am sorry about this. I don't want to have to kill you, or your pretty friends, or the others. Hell, even Spiderman was supposed to live. But he just couldn't leave well-enough alone. And neither could you. So now you all have to die."

I rest a hand against the door and it feels warm, as well as vibrating. I growl in annoyance, forming a three-feet thick wall of ice against the door.

"How many are there?" MJ asks.

"A lot," I say.

"How many's a lot?" Flash demands. "Can you fight them?"

"You want someone to fight them, be my guest," I say. "Judging by the door vibrating, I'd guess there are about a hundred."

Just then, a massive explosion sounds and the ice shatters, the door deforming inward. I kneel, slamming my hands into the ground and forming more and more ice against the wall, growling in effort. Another blast hits the door, cracks exploding into existence on the wall of ice, but I seal them instantly, building us a half-dome shield as well. A larger blast hits and the door crumbles, massive chunks of the ice exploding inward as projectiles, cracking our dome. I fix both, the ice wall continuing to grow inward. The drones, several dozen of them, begin to form up in neat and tidy rows in the doorway. Behind them, there's a sea of drone parts that I don't remember leaving out there. Then, their machineguns roar to life, beginning to shred through the ice. I shout, fighting against it, barely able to keep up.

"Any last words, say them now!" I growl, rapidly running out of energy from the strain, feeling blood run out of my nose.

"I wasted my life playing video games and we're gonna die!" Ned says.

"I have a fake ID...and I've never even used it!" Betty says.

_Christ, they're so immature!_ I think my pwers starting to weaken as I start to feel light headed.

The drones all run out of ammo and are swapped out by the next set.

"I post stupid videos daily for people to like me!" Flash complains as Lexi and Jess kneel beside me, each resting a hand on my shoulder.

"Hey!" Happy snaps. "If it weren't for those stupid videos, Spiderman never would've found you."

"Spiderman...Spiderman follows me?" Flash asks, then laughs weakly. "I saved us, guys!"

"If you saved us then why are we about to die!?" MJ snaps.

"I can't...hold it!" I growl, barely above a whisper, only Lexi and Jess hearing, all three of us ignoring the others.

"You can use us," Jess whispers.

"We'll be your strength," Lexi agrees.

Just then, all of the machineguns stop and the drones all fire a concussive blast, reducing the entire ice wall into dust, though the blast bounces and destroys more than a dozen drones as well, which would mean the other drone parts scattered around the room were from the earlier blasts. I shout in pain, falling backward, only for Lexi and Jess to catch me as the ice above us is blasted by a second concussion, smashing against the back wall as the drones flood inward around us, surrounding us.

"You did pretty well, kid," Beck's voice says from one of them. "For what it's worth, I had to send half my drones after you to beat you."

A small flamethrower lowered out of the bottom of each and Lexi and Jess curl themselves in front of me protectively.

"I love you!" Lexi says.

"I love you too," I say, barely conscious.

After a moment of nothing happening, Lexi and Jess both slowly sit up, looking around at the drones, just as the flames at the ends of the flamethrowers' barrels go out. The drones turn, flooding back out of the room and I sigh, looking back at the others as Ned and Betty released each other, and Happy and Flash do the same. MJ, on the other hand, takes off instantly.

"MJ!" I call out, MJ stopping just as Lexi tosses her the case. "That's from Peter."

She opens the case and her eyes widen before she nods and turns, running out of the building. I groan, letting my head fall back. She'll be okay. If the drones didn't kill us, it's because Peter's beaten Beck. I feel Lexi's fingers begin to comb through my hair, and sigh comfortably. Jess slips her hand into my right one and brushes her thumb over my fingers.

"You're Ben, aren't you?" Flash asks.

"Yeah," I groan, reaching back with my free hand and unclipping my mask, pulling it off and letting it drop to the floor. "I'm Ben. God I'm in so much pain right now."

"So then, was the rest of the shit you told Brad true?" Betty asks.

"Parts of it," I say, looking around. "Where the hell _is_ Brad anyway."

The others look around, also realizing he's missing.

"Where are Mr. Harrington and Mr. Dell?" Betty asks.

"I'm sure they're all fine, and together," I say, letting my head rest on Lexi's lap again, Lexi resuming coming her fingers through my hair.

"So, do you really fuck both of them?" Flash asks, Betty smacking him in the arm.

I chuckle. "No Flash, I don't. Lexi, yes. She's my girlfriend. Jess, no."

"And the snot monster thing?" Flash asks.

"Flash!" Ned says.

"It's alright," Jess smiles. "We're called symbiotes." She shifts into her true form, her clothes remaining on her this time, then back. "And no, we don't actually have orgies. Or...well, no more than humans, at least. We also don't possess humans. He have _hosts_ because we can't survive in the Earth's atmosphere alone, or, at least, most of us can't, but we don't outright possess people. And me and Lexi don't possess people at all, since we're able to survive without."

Flash and the others nod and Jess looks down at me again, smiling.

"Wait, so, you fuck a snot monster?" Flash asks. "Ew! That's so gross!"

"I'm sorry," I snarl, glaring at him upside down, an ice spear forming in my hand, aimed at him. "What was that? I could have sworn you just insulted my girlfriend."

"No!" Flash says, stepping backward and shacking his head, hands raised. "I said nothing!"

"We should go find Spiderman and MJ," Lexi says soothingly as my ice spear breaks apart and crumbles. "And the others."

"Fuuuuuck," I groan. "Fine. Help me up."

She and Jess lift me to my feet, and Lexi helps me support my weight as we make our way out of the building, Jess bringing my mask. My entire body aches, and I can feel myself settling more and more of my weight onto Lexi. Finally, she envelops me and sinks into me through my skin to heal me faster, as she hasn't since our first fight with Carnage. She walks for us as she works, and I can feel strength slowly returning to me, beginning to help her walk.

"So...she's like...inside you?" Ned asks.

"Yes," we say. "Symbiotes can heal other organisms by joining with them, and if they enter the organism, they can heal them faster, but it's extremely dangerous. For one, it's tiring for a Symbiote to do. For another, unless the host is compatible, a symbiote entering the host fully like this will kill them in a matter of days."

"Ben's compatible, though, so we don't have to worry about that," Jess says.

"And...have you ever...gone inside him?" Ned asks, trying not to make it sound like an innuendo, though he fails miserably.

"No," Jess says. "Only Lexi has. At least, willingly. It also connects the host's mind to the symbiotes. All their memories, their emotions. Everything. For a symbiote just looking for a temporary host that's going to die anyway, it doesn't matter, but when the symbiote and the hosts are friends, and the host is also compatible, that kind of connections is...personal."

"Intimate," we say. "A symbiote taking over a host from the outside creates a similar connection, but it's not as strong. Not everything gets shared."

"So, Lexi is in control?" Betty asks.

"We both are," we say. "Right now, we're one person. That's the nature of the bond. That's why it's intimate. There's no real division between us."

The others nod just as Lexi returns to the surface, having healed me fully physically, and given me enough energy to walk on my own, then separates from me, reforming beside me, slipping her hand into mine. We walk in silence for a while before finding MJ, then a few minutes later, we find the others. A handful of hours, one long shower, and a change of clothes later, and we're on a plane, heading back to America. I get a seat between Lexi and Jess and they both lay their heads on my shoulders. I kiss the top of both of their heads, my hands holding one of theirs each, before resting my head against Lexi's. Jess drifts off before long, her grip on my hand slackening as her breathing evens out. Lexi turns her head and kisses the side of my neck before pulling her head away and lifting it. I look over at her and see emotions warring in her eyes and a slight frown tugging at her lips.

"What's wrong?" I ask.

"Are you sure?" she asks. "Are you sure that's what you want?"

I sigh silently. I should have guessed it was about that.

"I'll support you no matter your decision, and I'll be by your side no matter what," she promises. "But, are you sure it's what you want? It doesn't have to be that way. You know that, right? You _can_ have what you want."

"I know," I sigh. "But it's not about me. This is the right thing to do, so it's the way it has to be. I have to at least try. If I don't, I'll never be able to forgive myself. And...I won't deserve to have what I want."

Lexi nods. "Okay. We can always make what you want Plan B."

I smile, kissing her. "I'll leave that up to you, as always."

Lexi smiles and nods, laying her head back down, both of us drifting off to sleep as well, finally.

* * *

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	15. Chapter 15

I do not own Spider Man or any of the characters.

* * *

Bad Reception

I accept my upgraded suit back from Peter, staring at it's completely unchanged design. "You're sure it still works?"

"Positive," Peter nods. "It's got a bunch of new functions."

"Like what?" I ask.

"You'll see," Peter says. "But, honestly, though, thank you. You protected MJ for me. I can't repay you."

"You don't have to," I say. "It's what we do. You still got that communicator I gave you?"

"Yeah," Peter says, holding it up. "You're sure this will call between dimensions?"

"I mean, the signal's going to be shit, but it'll _usually_ call," I say. "Let us know if you need us, and we'll try to help."

Peter nods and turns to leave.

"Oh, and, uh, time flows faster here," I say. "A few days here was a few hours back home, so, uh, make calling us a last resort, yeah?"

Peter nods and I open a black hole, raising a hand before turning and walking through with Lexi and Jess. A few disorienting minutes later, we stagger out of the other end in our living room. Our next dimension has a time flow closer to ours, though still faster, so there's still no gigantic rush. I head up to me and Lexi's room and grab my pills, then walk back down, passing them to Lexi, who sticks them in my backpack for me.

"Alright," she sighs. "I already entered the number. You sure that's all you needed?"

"Pretty sure," I nod. "think I should suit up?"

"Not yet," she says. "Ready Jess?"

"Ready," Jess nods.

We all take each other's hands, and suddenly we're spinning through the multiverse once again. When we reach our next destination, we're in an alleyway and a homeless man screams and runs away from us, screaming about demons. I grimace and we walk out into the street and looking around. I check my watch and see it's begun searching. We walk down the street, looking around. We have maybe two days before the search is done this time. Maybe.

We reach the Empire State Building and head up to the top using the elevators, walking outside and looking around. It looks like our universe, except that both Fisk tower and our school are both missing. We head back down and continue walking, looking for a hotel this time. As we walk, we also keep an eye out for trouble, but there's nothing. No crime at all. Finally, we find a hotel and rent a room for two nights, then leave to find dinner. However, we don't make it far before we find trouble. Lexi and Jess stop, and I do the same, turning to them.

"Symbiote," Jess hisses.

"Where?" I ask, turning, finding a guy who looks to be early twenties or so standing ahead of us, staring at us, one hand rubbing his chest.

He's got brown hair, his long bangs hanging in front of his right eye, and a shadow under the left. he looks like a goth Tobi Maguire. His eyes burn with malice and arrogance, and after a moment, he starts toward us.

"Be ready to run," I say. "We can't fight him here."

Both nod and we walk forward to meet the host. He speaks first once we're standing in front of each other, no one around us paying us any mind.

"Who are you?" the guy asks.

"You first," I say.

"I'm not asking again," he warns. "Answer the question or you're about to have a very bad day."

"I've had worse," I say. "Follow us. We'll find someplace private to talk."

He's silent for a moment before nodding and following us. We take several alleyways before disappearing around a corner. He jogs to catch up but we've already swung up to the rooftop. I whistle and he looks up at us before his eyes narrow. I back away and a moment later, he flips up over the side of the building, landing in front of us in a low squat with a glare. I form me, Lexi, and Jess chairs made of ice and we all sit down, watching him as he straightens up, hands curling into fists.

"Who are you?" He snarls.

"My name is Ben," I say. "This is Lexi, and Jess." I indicate each of them in turn. "They tell me you've got a symbiote."

"A what?" he asks.

"What's your name?" I ask. "We'll start there."

"My name's not important," he says. "Where'd you get your powers."

"Sorry, that's not how this works," I say. "We're trading answers for answers. It's your turn. What's your name?"

"Peter," he growls.

"Peter Parker?" I ask, his eyes narrowing. "Well, that was easier than I expected. Alright. I'll tell you a bit about us. We're from a parallel universe where I'm one of two current Spidermen. I'm the third. I'm called the Ice Spider, for obvious reasons." I indicate the chairs. "The other one is able to generate electricity and turn invisible. What about you?"

"Only wall-crawling and generating webs," he says.

"You generate your own webs?" I ask.

"Yeah, why?" he asks.

"I form mine from ice, but the others I've met have all had to make their webs with chemicals, then shoot it out of specialized shooter bracelets," I say. "Anyway, I'm assuming you have the Spider Sense, strength, and speed that we all got too."

He nods.

"Good," I say. "Then we can move on to the important question. Do you have a symbiote?"

"What's a symbiote?" He asks.

"It'd be an organism that looks like its made out of goo," I say, watching his hand reach up to massage his chest, even as he shakes his head. "When a symbiote combines with a host, the host feels powerful, invincible, even. But that's not quite accurate. You see, you _are_ more powerful, but..."

He's been faking falling asleep for the last few seconds, and I narrow my eyes at him.

"I'm sorry, am I boring you?" I ask.

"Actually yes," he says.

"Okay, I'll make it easy," I say. "That symbiote you're wearing as a suit right now is killing you."

His eyes narrow. "What do you mean?"

"I mean, you feel powerful, but you're not compatible," I say. "It's feeding off of your life force in exchange for making you strong. Wear it a few more days, and it'll drain you dry."

"And how would you know?" he snarls.

"Because Lexi and Jess are both symbiotes, a stronger version, who are able to create themselves human bodies and survive without a host," I say. "However, unlike you, I'm compatible, so I won't be killed if I accept a symbiote, though the list of who I'd accept is limited to two. Maybe four, if I'm desperate."

"And this is relevant why?" Peter asks.

"Because you're wearing a symbiote, and I'm trying to help you."

Peter glares at us. "I don't know what you're talking about."

"At the very least, take it off when you're not fighting," I suggest. "It'll prolong your life."

"Whatever," he says after a minute, then drops off the roof to the alleyway.

I walk over and watch him leave, and he pauses at the end of the alleyway, looking back at me before leaving.

"Should we try to force the symbiote out of him?" Lexi asks.

"No," I say. "It's not our problem. For all we know, he might actually be a bad guy in this universe. We only know he's Spiderman."

"Fair enough," Lexi nods. "So, food?"

I smile and nod and we head back down to the street, then wander around until we find a McDonalds before heading back to the hotel. I kick my shows off and drop onto my bed pulling my mask out of my backpack and pulling it on. Instantly, the eyes light up, a bunch of data and icons flashing in front of my eyes before moving off to the edges of my vision.

"Hello Ben," a gentle feminine voice greets me. "It's nice to meet you."

"Who are you?" I ask.

"My name is Karen Two," the voice says. "I'm an AI originally designed by Tony Stark and given to Peter. That version was originally destroyed, but Peter used my backup programming and memory to create me. He also installed me into his own suit."

"Can you talk to each other?" I ask.

"Only by calling," she says.

"Alright," I nod. "So, what can you do?"

"I was integrated with the programming of the AI EDITH, and as such, I have access to all of its capabilities," Karen says. "I also provide combat support data, assist you with operating your suit's new functions, and update your Heads Up Display."

"Sweet," I say. "Can you hack cell phones and satellites and stuff in other universes, even though Stark Industries might not exist?"

"I can," Karen says. "However, I require time to scan the internet and learn about the universes we are in."

"Alright," I say. "Start with this one."

"Okay," Karen says. "Would you like me to show you what I find?"

"Just give me a brief summary whenever you're done," I say. "Just the important stuff."

"Alright," Karen says.

"Do I have to wear the mask for you to search?" I ask. "Or plug you in to anything? Or charge the suit?"

"No, the suit's power is self-sustaining, barring extensive damage," Karen says. "And I can scan using wireless signals, even when you're not wearing your suit."

"Sweet," I smile. "I'm going to take the mask off now. If you need me just make the mask beep or something."

"Alright," Karen says pleasantly.

I pull the mask off and set it on the bedside table. I fold my hands behind my head just as Lexi and Jess lay beside me, Jess turning on the TV.

"New feature?" Lexi asks.

"Apparently a ton of them," I say. "Including an AI named Karen. She sounds nice."

Lexi giggles. "She's programmed to help you. I doubt she'd be anything other than that."

"I don't know," I say. "If you were an AI in my suit, you'd probably be a smartass the entire time."

"Oh please," Lexi snorts. "I _am_ your suit half the time."

"True," I agree. "Speaking of, I wonder how that'll work with the suit's upgrades."

"Good question," Lexi says. "We'll test it out later."

"Agreed," I say.

"So, what are we going to do while we wait?" Lexi asks.

"I dunno," I shrug. "We could sleep. I'm still tired from holding that ice wall."

"That sounds like a good plan," Jess says. "A rest _does_ sound nice. We've been going since Antivenom."

"True," I say. "And it's not like _not_ resting is going to make this thing scan any faster." I look over at the watch on the bedside table.

"Then I guess it's settled," Lexi says. "Nap time!"

I chuckle and nod as Lexi hands me my medicine. I take one and Lexi puts the other back on the bedside table before we all settle in to sleep.

* * *

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	16. Chapter 16

I do not own Spider Man or any of the characters.

* * *

Double Teamed

I sigh, leaning on the railing of our hotel room's balcony. Lexi's arms wrap around me from behind and I feel her bare breasts pressing into my back.

"Come on, please?" she begs.

"No," I say.

"It'll be fun," she says.

"I don't doubt it," I snort.

"But it's been soooo long!" she complains.

"It has literally been two days," I say. "You need to learn to go more than two days without sex." I turn around and kiss her on the forehead. "Which is why you're also not allowed to have sex with Jess."

"But Beeeeen," Lexi complains, turning around as I walk past her. "That's so cruel!"

"You'll live," I say. "You made it weeks without before we were together, and then through multiple dates when we were trying to get together, you'll be fine."

Lexi groans miserably, forming herself a loose shirt and shorts, then collapsing onto the bed, sulking. I chuckle, laying on the other bed beside the infinitely more well-behaved Jess, who simply smiles knowingly, quietly flipping through channels. She settles on a channel called Syfy, which is playing some super cheesy, B-rate horror movie about a tornado that picks up sharks. At least, if I'm guessing correctly by the name, "Sharknado." I smirk, folding my hands on my chest as all three of us settle in to watch. And it...is...glorious. About twenty or thirty minutes into the movie, a tornado over the water off the coast of Los Angeles picks up thousands of sharks. Then, it causes flooding so bad in the city, that the sharks are swimming from house to house and killing everyone. The main character finds his family and exwife and takes them and his borderline girlfriend to some airport where the son, who conveniently has been taking helicopter classes, takes a chopper with a bunch of bombs to blow up the now multiple tornados, all while dodging the sharks, and takes the main characters sort-of girlfriend with him. She gets eaten by a shark, the son stops the tornado with a bomb, and the main character uses a chainsaw he found at one point or another to split one shark in half as its flying over him by swinging the chainsaw like a sword, then jumps down another shark's throat. After a moment, he cuts himself free with the chainsaw, then pulls his sort-of girlfriend out, both of them covered in blood and guts, then gives her mouth to mouth to resuscitate her. As the credits begin to scroll, the three of us cheer loudly.

"That was fucking terrible!" Jess laughs.

"Mentally scarring!" I laugh. "What's on next?"

She opens the guide and we all cheer again, seeing "Sharknado 2: The Second One" listed as up next. She scrolls over. More cheering. "Sharknado 3: Oh Hell No!" Then number four, five, and the sixth one, listed as "The Last Sharknado: It's About Time!" I laugh hard, pulling my mask over to me with my webbing.

"Karen, can you do me a favor?" I ask.

"Of course Ben," Karen says. "What do you need?"

"While you're learning about this universe, can you download a movie series called Sharknado?" I ask.

"Absolutely," Karen says, and I can practically envision a girl with light brown hair pulled back into a bun smiling.

I pull the mask back off just as the opening credits of the movie, which are a joke in and of themselves, are interrupted by a news report. A giant black web has appeared over a construction zone and there's a taxi in it with an attractive redhead stuck inside. The news identifies her as Mary Jane Watson, and we're all up and on our way out of the window in seconds, me wearing my full suit.

"Karen, I'm going to need you to hide the hub for now," I say. "I'm not used to it and I need it to not distract me during the fight."

"Okay," Karen says, the hub winking out. "Who are we fighting?"

"Not sure," I say. "Let me handle it. I know my own abilities well enough to win. I'll learn to use the suit's new tricks later."

"Good point," Karen agrees. "Do you want me to give you advice during the fight?"

"Only if I start to lose," I say.

"Alright," Karen says, then goes silent.

We all swing through the city quickly, flipping onto the web to roaring cheers, as well as confused shouts, from below. Spiderman's not here yet, unless the symbiote, a black one, has taken over, since one that looks like Spiderman but with large, fingernail-like claws and sharp teeth is crawling toward us on the web, snarling.

"You're those three from before," the symbiote snarls.

"That you Peter?" I ask.

"Wrong," the symbiote grins, face opening to reveal one I don't recognize before closing again. "I'm Eddie Brock. But you can call me Venom!"

"I see," I nod. "Well, I'm the Ice Spider. This is Lust, and Passion. They're the queens of your race."

"Not to me," Venom snarls.

"Alright then," I nod. "We'll just have to put you down then."

This venom is more of a lean build than the line-backer version we have in our dimension. However, he proves to be much faster than ours, because he launches himself up at me before I have time to react. He slashes at me with his claws and I barely manage to block it with ice, then form ice around my right fist and drill it into his face, sending him sailing out into the open air, where he begins to plummet quickly.

"What, is that it?" I ask. "What a disappoint-"

A strand of black webbing on my back suddenly yanks me backward as Venom flips to a stop on a second strand, sending me whipping down into the sand at the bottom of the construction sight. The sand then begins to shift, rising rapidly and beginning to form a gigantic sand humanoid, who bellows in rage, swinging his arm and sending me streaking up at the web where Venom is successfully holding his own against both Lexi and Jess. Venom flips and kicks me, sending me crashing down on one of the cement floors, Lexi and Jess joining me a moment later, then Venom as he follows us.

"You guys okay?" I ask.

"Yeah," Lexi nods. "He's as fast as Carnage, though."

"Yeah," I agree. "But he packs less of a punch."

"Right," Lexi nods. "So then this should be much easier than fighting Carnage."

Jess nods and the three of us sprint forward, only for a massive sand fist to streak at us from the left, blasting into us all. Lexi and Jess both slam into support beams, but I spin out of the building. Then, a strand of webbing catches me and Peter swings me up to Venom's web, now wearing a blue and red suit.

"You were right," Peter says. "I'm sorry."

"Don't be," I say. "Listen, my ice will be more effective against that sand thing than your webs or strength. So I need you to help Lexi and Jess. Don't let them be hurt."

"Alright," Spiderman nods. "Kick Sandman's ass for me."

I nod and Peter drops, swinging toward where Lexi and Venom are having a martial arts fight with their claws, neither scoring a hit. While he goes to help them, I swing down past Sandman and hurl an ice spear into him. He roars in pain as it stabs him, but the spear shatters and he swings his massive hand at me, missing by a mile.

"Slow," I note. "Slow I can handle. Packs a hell of a punch, though."

I form a sphere of frozen air and swing down toward him again, this time flipping over his hand and slamming the ball into his arm. The frozen air explodes outward, freezing his entire arm, which falls away and breaks apart, but remains frozen. He roars, hurling a massive chunk of frozen arm at me with his free hand and I avoid it, flipping backward and watching it slam into Venom, sending him shooting out of the building. I send out another strand of ice webbing and swing around, hurling a sphere of frozen air at Sandman again, only for him to roar and sand to shoot up from below him, blocking it. Then, the wall of frozen sand explodes, and I'm hit with a massive chunk of ice, sailing backward to Lexi, who catches me and sets me on my feet.

"Behind you!" Karen warns just as my Spider Sense goes off and all four of us flip backward.

Venom begins to pass under us before catching Peter by the face and hurling him at Sandman, who smashes his fist down on Peter, sending him crashing to the ground. Venom turns to fight us and my left fist drills into his jaw, then the other into his gut. He staggers backward as I bend forward and Lexi rolls across my back, her right foot kicking downward and bouncing Venom's face off the ground before me and Jess both punt him in the face, sending him crashing into a support strut, bending it and cracking the cement above and below Venom. He roars, charging, and I form a pair of gauntlets, using one to block his slash and drilling the other into his face, following him and beginning to rain punches at him. He blocks and dodges some, but he can't score a hit on me now that his speed isn't surprising me. Finally, he drops, sweeping at my feet and I jump, Lexi passing under me and drilling a punch into his face, sending him bouncing backward before I slam my hands into the ground, ice erupting from below him and encasing everything but his head.

"Watch him," I say as I turn to go help Peter. "I'll be back soon."

They both nod and I jump out of the building. Sandman's got his frozen arm back, somehow, and is using it to hold Peter down as the other hand repeatedly slams down on him. I flip up past his face, slashing him with an ice sword, and the blade shatters, but it frees Peter. A moment later, a small orange sphere embeds itself in Sandman's face and a guy on a long, thin glider wearing green armor streaks past, grabbing me by the arm and getting me away from the softball-sized sphere just before it explodes, blasting half of Sandman's face into shards of glass. The newcomer tosses me up to the web where Peter's retreated, then hovers in front of us. Half his face is burned, but he smiles knowingly at Peter.

"You came," Peter says, smiling in relief.

"Sorry I'm late," the guy says. "Though, I didn't realize you found help."

"I'm Ben," I say.

"Harry Osborn," the guy says, just as Venom roars and breaks free of my ice, going after Lexi and Jess again, the two of them once again fighting on level ground with him.

"I'll handle Venom," I say. "Peter, Harry, I leave Sandman to you. I suggest water and fire. Lots of it."

They nod and I drop off of the web, swinging down at Venom just as he gets throws Jess away, pinning Lexi to the ground with his foot on her chest. However, she slashes his achilies tendon and he roared, lifting his foot just before I plant both of mine in his back, sending him flying. I flip, landing beside Jess as she stand and sighs, Lexi stepping up beside me a moment later.

"Alright," I say. "So, let's see how long it takes us to beat Venom to death."

They both nod and Venom roars, charging at us. He grabs a jagged piece of broken metal on the way and swipes at us as he reaches us. Lexi leaps into the air over the strike while me and Jess duck. As soon as my hands hit the ground, a fist made out of ice erupts out of it on a growing pillar, shattering against his jaw and launching him into the air. Jess steps off of my back, flipping and using her webbing to whip Lexi into Venom's face, feet first. Venom explodes through a cement pillar and then through several standing steel pipes, which crash to the ground, all three symbiotes screaming and roaring in pain, clutching at their heads and collapsing to the ground. I freeze the pipes in place instantly, then charge, streaking forward and shattering an ice shin-guard against Venom's face just as he manages to get to his hands and feet. He flies away from me and I glance outside to where Peter and Harry are still fighting Sandman. Lexi and Jess push themselves up, both swaying and back in their true forms, Jess's clothes lying on the ground.

"Are you alright?" I ask.

Both nod, steadying themselves and moving to stand beside me again. Venom roars, charging again, and I catch his first punch, realizing he's a lot slower and weaker after the noise hurt him. Unfortunately, so aren't Jess and Lexi, probably more so due to not having hosts. Venom catches Lexi's first punch and swings her at me, forcing me to catch her, releasing Venom and allowing him to catch Jess's arm, yanking her into a knee, then jumping and kicking her in the jaw as she's staggering away.

"Get out of here," I say. "Both of you. I can beat him with those metal pipes, but not if you two are here."

"Right," Lexi nods. "Be careful."

I nod and she and Jess both turn to flee. Venom moves to intercept them, but I attach webbing to a pair of supports behind him and slingshot myself into him, launching him into a cement pillar, Venom smashing through it. Then, I glance back, seeing Lexi and Jess, once again disguised as Spiders, swinging away. I thaw the ice around the pipes and grab two. Venom charges and I step forward, beginning to beat him with them, the sound and impacts together rapidly weakening Venom. Finally, I slam one into the underside of his jaw, flipping him backward onto the ground before driving the pipes into the ground. I flip into the air as he scrambles to his feet to flee from them and use my ice webbing to grab two more and smash them down on him, then kick him backward and drive these two into the ground as well. He cuts to his left and I again get in front of him, slamming one into his face before spinning, the other swiping around and blasting into his side, launching him away before I drive them into the ground and attach webbing to his back, yanking him back. As he nears me, I flip, grabbing two more and flip over the others, and Venom as he crashes into the last to and drops to the ground. He lunges at me but I slam the last two into the ground and grab the last one on the ground, slamming it against the poles, making them all ring and vibrate in a resonating effect, which amplifies the sound inside of the ring of poles, battering Venom with one of his two weaknesses.

I hit the poles again and again, running a complete circle around them once just for effect and Venom begins to pull back from Brock. I attach webbing to him and yank Brock out of the ring of poles before slamming mine into one of the others again. Venom, who had been growing into a massive silhouette of himself with a wicked face roaring at me, shrieks, dropping down into a smaller form, cowering and shrieking in pain. I hit the pipes again just as a luck punch from Sandman sends Harry bouncing past me.

"Perfect timing," I say, taking a bomb and arming it by pressing the large green button before hurling it into Venom, hitting the pipes one last time.

"No!" Brock shouts from where I've stuck him to a pillar with my ice webbing. "Please! I need him! I need his power to kill Spiderman!"

Then, the bomb explodes, obliterating Venom, blasting the pipes all outward. I sigh dusting myself off and stepping out from behind the column Harry and I had taken cover behind just as Peter lands beside us, Sandman forming in front of us, this time in a human form.

"I never wanted this," Sandman says. "Not originally. I just...I need money. My daughter's sick, but we can't afford to treat her."

"I'm sorry," Peter says.

"Karen," I say, run a background check on this guy. "Get his daughter admitted to a hospital, free of charge."

"On it," she says. "Done. The doctor should be giving them a call in the next few minutes."

"Thanks Karen," I say. "A friend of mine took care of it. No money needed."

"You...You're being serious?" Sandman asks.

"Yeah," I nod. "She's about the best hacker to ever live, so it was easy. So, Peter?"

"If you promise not to cause trouble anymore, we have no reason to keep fighting," Peter says.

"I promise," Sandman nods. "But...your uncle..."

"That was a long time ago," Peter says. "And I think everyone has paid for our past mistakes enough. I forgive you,"

Sandman was silent for a long while before closing his eyes and transforming into a cloud of sand, which took off, blowing away between the buildings and disappearing.

"You're a bit scary," Peter says, just as Lexi and Jess land off to the side and walk over. "Who's Karen?"

"A friend," I say. "Don't screw up again. I'm probably not coming back again."

"Alright," Peter nods. "Thank you for the help."

I nod just as my watch beeps. "Perfect timing." I stare at it for a moment before sighing. "Damn. Not here either. Alright. Next stop."

Jess and Lexi nod and I open a black hole, all of us saying our goodbyes before stepping through.

"That was a lot faster than usual," Jess says. "It was almost too easy."

"Compared to fighting Omega, or Carnage, that was a walk in the park," I agree

"Well I'd prefer it if everything was that easy," Lexi says. "I didn't have to worry as much."

"I agree," I nod. "I wonder what the next universe is going to be like."

"Hopefully somewhere peaceful," Lexi says. "Somewhere we can rest without interruption. And play."

"I swear, between the both of us, it's a wonder we get anything done," I laugh.

Lexi smiles. "I like it that way. It's never boring."

I nod in agreement and look to Jess, who's staring silently ahead, lost in thought. All around us, strands of light flash past, connections between universes, looking like the most beautifully intricate spiderweb I've ever seen. We're traveling along one such strand of light, one which will take us to our next destination, but despite the view around us, Jess's eyes are seeing something a million miles, and probably a few days, away. I reach out, slipping my hand into hers.

"We'll find him," I vow. "I won't stop until you can hold him again."

Jess smiles gratefully, eyes watering slightly, and gives my hand an affectionate squeeze. "I know. I have no doubt we'll find him. Nothing can stop you once you have your heart set on something. It's one of your most attractive qualities. But..."

I cock my head slightly and Jess hesitates another moment before smiling and shaking her head.

"It's nothing," she smiles. "We can deal with it when we get to it."

I nod, smiling, and reach up, using my free hand's thumb to brush her tears away. Jess smiles, closing her hand around mine, then holds out the other, Lexi taking it as Jess pulls her over, my newly freed hand taking Lexi's free one. I don't know what's bothering Jess, but she obviously needs comfort, so Lexi and I both pull her into a hug, holding her tightly in our arms until a wormhole opens in front of us and deposits us in a back alley in our next destination. We don't move, continuing to hold Jess comfortingly as she clings to us, struggling not to cry. Finally, we pull back and Jess smiles, wiping her eyes.

"Thank you," Jess smiles. "I'm sorry for getting emotional."

"You have every right to be as emotional as you want," I say. "Now, let's go see about finding a hotel to rest in while Karen learns about this place, shall we?"

Both girls nod and we walk out of the back alley, turning down the road and looking for a hotel.

* * *

Leave a review.


	17. Chapter 17

I do not own Spider Man or any of the characters.

* * *

Relaxing

I take a bit out of my steak and lean back in the bed, watching the TV Karen's hacked into to play the Sharknado series. We're currently on the third one, and so far, I'm not a huge fan of the ex-wife. She was a bitch to the main character in the first movie, and causes nothing but problems, meanwhile, the would-be girlfriend from the first movie comes and goes between movies, all the while staying the would-be girlfriend when she's there, and yet failing to win over the main character from his wife.

"I hope the wife dies soon," I say finally.

"Why?" Lexi asks.

"Because the other girl is so much better than her," I say. "For one thing she's never been rude to the main guy, and then she's always been there when he needed her, and done everything in her power to help him, risking life and limb for no reward. She deserves to be happy, and yet she keeps getting totally screwed over by the wife stealing the spotlight at the last minute."

"Well, maybe that's because the main character loves the wife, even though it would make more sense to love someone else, and it would be easier to love someone else," Jess says.

"Oh I don't doubt that," I say. "I just want him to get with the other girl."

"So you'd have him just abandon the wife?" Jess asks. "Leave her behind and never talk to her again? Even horrible people don't deserve that. And besides that, it's not so easy to just up and leave someone you love, even when you know staying with them will hurt you. Even when there's someone else you could love, who may deserve your love more, and would be better for you, by your side already, it's not an easy thing to let go of the person you loved first. Or to understand if you actually love either, or which you love more!"

Lexi and I both stare at her in surprise. She's clearly not talking about the movie, but I'm not entirely certain what she _is_ talking about.

"Are you okay?" I ask, setting a hand on her shoulder.

"I...yeah," she says. "Sorry. I didn't mean to go so deep."

"It's alright," I say. "You know, if there's something bothering you, you can tell us, right? We're here for you."

"I know," Jess says, sounding miserable. "I just...need to deal with it alone."

"Alright," I nod. "Let us know if you need anything. We'll do whatever you need for us to help."

Jess nods and hugs me. "Thank you."

"Of course," I say, hugging her back, Lexi shifting around me to hug her as well.

After a couple minutes, we release Jess and continue eating our dinner. Once we had finished, we watched two more of the movies before deciding to save the last one for tomorrow. So far, the wife had a kid, the kid grew up, Sharknados gained the power to teleport some of the people that went into them, the main character tried to find a way to stop them for good, failed, and the whole world was destroyed with him being the sole survivor. Then, his adult sun, played by a big, scarred, Russian actor, showed up in a cart having just travelled through time, and said that he needed the father's help to reset time and stop the Sharknados. Truthfully, the movies are getting so bad that they're not even funny anymore. But, we're all committed to finishing the series, and only one movie away, so we all agree to watch it in the morning and be done with it.

I reach over and turn the lamp off and settle back into the one bed in the room, Lexi cuddling into me on my right and Jess doing the same on my left. Given everything we've done, we don't mind there being only the one bed. However, with how emotional Jess has been recently, and the way she's curled against me even more tightly than Lexi, I'm starting to worry. After a while, long after they're both asleep, I look down at her just as she cuddles even closer, sniffing quietly. I reach up with my left hand, brushing it gently over her hair. She gasps quietly and looks up at me, eyes watery, and her lip trembling slightly.

"I'm sorry," she says quietly. "I didn't mean to wake you up."

"Don't worry about me," I say, allowing my worry to show on my face. "Are you okay?"

She hesitates, seeming to try to hold back her tears, but they fall anyway and she shakes her head. I slip my left arm out from under her and reach up, gently wiping her tears away, only for more to fall. I gently pull her tight against me, shushing her gently and stroking her back. She sobs quietly for a while, and I feel Lexi stir but remain still. After a while, Jess lifts her head, sniffing and looks up at me.

"Can I kiss you?" she asks.

I frown slightly. I'm not sure why she's asking, but I nod. She leans down, hesitantly capturing my lips with her own, and I can instantly tell that something's wrong, or maybe just different. There's something, some emotion I can't place, burning in the kiss, searing me to the core through the simple, and surprisingly chaste, contact. The kiss continues for several minutes, never growing any more heated or sexual, and yet, the intimacy of it, and the amount of passion I can sense from her, actually scares me a little. It feels like I'm kissing Lexi. Finally, she pulls away and sniffs, wiping her eyes.

"I'm sorry," Jess says finally. "I don't mean to worry you."

"What's going on, Jess?" I ask. "Please, talk to me."

"I...I can't," Jess says. "I...have to deal with it myself."

I nod slowly as Lexi sits up, watching her sister for several seconds before smiling and holding her arms our. Jess breaks down almost instantly and hugs Lexi and I'm left even more confused. After a moment, they both pull back and Lexi captures Jess's lips for several long seconds before pulling back and smiling. She leans down and kisses me as well, and as she does, her hand closes around mine and I feel her join with me slightly, just enough to link our minds. Suddenly, understanding floods me as she allows me to see what's going on from her perspective. My chest compresses slightly, both with guilt and with relief, since Lexi's feelings reflect my own as perfectly as they ever do. After several seconds, she separates from me completely and stands.

"I'm going to go to the bathroom," Lexi says, giving me a knowing look and I nod.

I understand what I'm supposed to do. After all, she and I are of one mind, always. She walks to the bathroom and I look back to Jess, who's wiping her eyes again.

"Jess," I say gently, Jess looking down at me just in time for my lips to capture hers.

She sighs, settling into the kiss immediately, but after a few seconds, she starts to pull away. Before she can, I catch her lower lip between my teeth, sucking hard as I drag my tongue across it, then let it scrape out from between my teeth. Jess moans deeply and reattaches her lips to mine, this time in a fierce, needy kiss as her hands clench against my shoulders. My own hands grasp her ass, beginning to knead her flesh through her thin pajama pants and she moans.

After several minutes, however, she gasps slightly and pulls back, catching my hands to stop them, her eyes watering again. "Please. I...I can't. I don't...it's not...I..."

I reach up, giving her a quick kiss before settling back onto the bed. "Just for tonight, it's just you and me. I can be anyone you want me to be."

She stared at me, her eyes wide, before tears began to fall again as she smiled gratefully. "You. I want you to be you."

I smile and nod and she mashes her lips to mine again, sobbing happily even as we kiss. She rocks against me, pressing the damp spot in her pants against the bulge in mine. My hands continue to knead her ass for a while before beginning to slide over her body, holding her close. After a few minutes, I unbutton her blouse and slip it off her arms, tossing it aside. My hands begin to explore her exposed skin, drifting over it up her back to her shoulders, back down to her ass again, up her sides, down her arms, back down her sides, around to her smooth stomach. Finally, they reached her mounds and began to knead them, her stiff, light-pink nipples pinched between my index and middle finger each time. Jess moans, rocking against me harder, her breaths coming in ragged gasps both from the stimulation of my ministrations and her slit rubbing against my cock, and from her having been crying earlier. After a few minutes, Jess pulls me up and pulls my shirt off before returning to kissing me. However, as soon as I lay down again, she pushes my pants down, slipping out of her own at the same time, leaving us both bare. She presses her slit against my shaft and moans, beginning to slide her slick lips the length of the underside of my shaft, pressing it against my abdomen as she does, rubbing her body's lubricant over it thoroughly.

After a couple of minutes, I groan as she presses her abdomen against mine as she slides up higher and expertly slips me inside of her the next time she shifts her hips back down. She whimpers slightly as I fill her, but begins to rock her hips immediately. I rock up into her in time with her movements and she begins to speed up slightly. We develop a steady rhythm quickly, and I continue to knead her breasts. After a few minutes, she slips her hands into mine, lacing our fingers together.

"Can...Can I..." she trails off but I know what she wants to ask.

"Go ahead," I say.

She kisses me again as I feel her hands join with mine, connecting us as she usually does, but she stops, hesitating. I reach up and kiss her, rolling us over and beginning to thrust into her and she moans into my mouth before I pull back.

"Do it, Jess," I say. "I want to feel you."

She nods, kissing me again, and this time she allows herself to connect with me more, the same way Lexi and I always do. I feel her emotions, her memories, her physical sensations, flood into my mind, melding with my own. It took me a long time to get used to the feeling with Lexi, and it's just different enough with Jess to throw me for a loop. But what really threw me off was that there was something else. A sort of barrier. Some part of her that she kept hidden away. I had a suspicion what it was, but we both ignored it, focusing on this moment. We began to speed up, both of us panting and gasping for breath as we drew close to our climaxes. I slip my right hand out of hers, my left maintaining our connection, and begin to rub her clit quickly. However, just as I do, she pushes me back slightly, making me break the kiss, though her hips urge me to continue thrusting, so I do.

"W-Wait," she moans. "I w-want to...w-wait for...Lexi! Oh God, I c-can't...s-stop my hips!"

"Are you...sure you want...to have Lexi here?" I ask. "It's...your choice."

"I want...her too!" Jess moans. "I...love you both!"

I nod and kiss her again as I send a small wad of ice webbing onto the bathroom door. Lexi opens it and walks over, sitting beside us on the bed and taking Jess's other hand. Jess pulls back from the kiss again and tugs Lexi's hand slightly, Lexi bending down to kiss Jess instantly.

"I love you," Jess says as Lexi pulls back. "I love you both! So much!"

"We love you too," Lexi smiles, kissing her again.

I feel Jess's insides beginning to quiver around me as I feel my balls tightening. Jess moans and cries out, Lexi's kiss muffling it, and suddenly she bucks against me, her insides clenching and spasming, forcing me over the edge almost instantly. I bury myself inside of her as she pulls back from her kiss with Lexi, tilting her head back and crying out in pleasure, Lexi and I attaching our lips to her nipples. Jess cries out again as she writhes beneath us, her insides rapidly clenching and undulating, milking every drop from me and pulling it deep inside of her. Finally, she starts to come back down, trembling in my arms as I sit up with her, allowing Lexi to wrap her arms around her from behind. Jess begins to cry again, this time out of joy, and grows a second set of arms out of her back so that she can hug us both. After a few moments, she pulls back and sniffs, wiping her eyes.

"We didn't let Lexi have any fun," Jess says.

"I don't mind," Lexi smiles.

"Actually, Lexi, I think it might be time for you to get a little payback for last time," I smirk. "If you want to."

Lexi grins knowingly and nods, her clit extending into a phallus, as Jess's had the last time the three of use had sex together. However, before either if us can move, Jess suddenly switches to her true form and reverses her body, suddenly facing Lexi, before transforming back. Lexi smiles and kisses Jess, slowly pushing her extended clit into Jess, moaning loudly as she does.

"Oh my Gooood," Lexi moans, already rocking her hips and moving inside of Jess slightly. "This is...mmmmm."

"Now you know how I feel," I chuckle, slowly pushing into Jess's ass, Jess gritting her teeth and struggling to relax.

Lexi begins to lightly toy with Jess's clit, rocking her hips up into Jess slightly more deliberately, distracting Jess from the discomfort. A few moments later, I'm fully seated inside of Jess. Across from me, Lexi is breathing heavily already, hips rocking instinctively now.

"Christ, how do you hold out so long like this?" Lexi moans. "We haven't even started and I'm already worried I won't last another minute."

Jess and I both laugh, Lexi leaning forward to kiss me over Jess's shoulder. After a couple of minutes, Jess begins to shift her hips, urging us to move, so Lexi and I separate, leaning back and allowing Jess to begin to raise and lower herself on our appendages. Lexi's moans quickly grow in volume, and after a few seconds, Jess forms a second pair of arms to pull me with her as she lays Lexi down and lays on top of her, kissing her to muffle her while continuing to move her hips between us. I begin to thrust as well, Lexi thrusting up into Jess from below, the two of us quickly picking up the pace. However, within a few more seconds, Lexi suddenly cried out and bucked, ramming herself into Jess repeatedly, her juices squirting out of her slit and false cock at the same time. Jess cried out in pleasure as she felt Lexi's juices flooding into her, mixing with mine inside of her womb, then continued to cry out at the same volume as I continued to ram myself into her ass, making her rock on top of Lexi, effectively forcing Lexi to continue fucking her through Lexi's orgasm as well. Lexi's instincts and lust took over immediately, bucking up into Jess, desperate to gain as much pleasure as she could.

I continue slamming into Jess as quickly as I can, trying to more-or-less match Lexi's frantic pace, the two of us relentlessly pounding Jess's holes. Within another couple minutes, Lexi screams again, once again beginning to flood Jess with her juices, as well as soaking the bed. I feel myself beginning to tense up as well, and can feel Jess about ready to snap beneath me. I kiss the side of her neck and put more force into my thrusts. A moment later, we both snap, Jess bucking and screaming beneath me as I flood her ass with semen. I groan, thrusting into her several more times to make sure I'm completely empty before rolling onto my side, Jess and Lexi doing the same. Lexi and I both cuddle into Jess, Lexi finally retracting her false cock and my softening one slipping out of Jess. Jess moans as we exit her holes, then pushes back into me, pulling Lexi tighter against her front, all three of our legs tangled together as we quickly pass out, all three exhausted but content.

* * *

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	18. Chapter 18

I do not own Spider Man or any of the characters.

* * *

Night Lights

I stare at the black hole for a moment before looking to the girls. Both of them nod, taking my hands, and we step through together. A few very disorienting moments of travelling between dimensions later, we fly out of the portal onto a building in New York. However, the moment we do, something's instantly wrong. Both girls shriek in pain, clutching their heads, before collapsing to the ground. Their shrieks transform into roars as both suddenly retake their true forms. Lexi's roar turns back into a shriek first as her body ripples slightly.

"What's going on!?" I ask.

"He's...fighting us!" Lexi forces out.

"**Filthy human!**" Jess snarls in the same distorted voice every other symbiote I've ever met has had, then groans. "No! I won't! **How dare you speak to a queen with such a familiar tone!?** I can't...stop it!"

"Kiss her!" Lexi orders.

I don't hesitate, grabbing Jess by the head and pulling her into a kiss. She freezes, then kisses me back, wrapping her arms around me. As she does, I open another black hole and pull Lexi to me with ice webbing, wrapping an arm around her and another around Jess before stepping into the black hole. I don't know where we're headed, and I don't care. We needed to get out of there. So, after a couple of minutes, when we're ejected from that portal and land, very ungracefully, in some dark, wet back alley with water covering the ground, I silently hope that we're in one of the worlds we're supposed to be in. However, I don't bother to check because Jess is still kissing me desperately, and I can sense her fear. Finally, Lexi reaches over, back in her human form now, and kisses Jess on the cheek, then the side of the neck. Jess pulls away, gasping and panting for breath, and slowly retakes her own human form, forming herself clothes with it.

"Are you okay?" I ask.

"I think so," Jess says, wiping her eyes as Lexi nods quietly to show me she's alright too.

"What happened?" I ask.

"There was something there," Jess says. "I could sense him. A monster. A being of immeasurable power and rage. He sensed us. And then, suddenly, I could feel him in my head. Clawing at my brain and trying to force me to follow his will. Suddenly, everything made me mad. There was so much anger. So much hate. I couldn't hold him back. If you hadn't kissed me and blocked him out, he would have made me kill you."

"Knull," Lexi says. "That's his name. I could sense a little about him as I tried to keep myself under control. He's the God of the Abyss, the nothingness that existed before the universe, _that_ universe, existed. When light was used to create the universe, it took some of his kingdom away, so he wanted it back and killed one of the celestials that took it. He got cast out by the rest, so he's been waging a war against them since. He created the Symbiotes of that universe, or maybe all universes. That's why he would have been able to control us if we'd stayed."

"Then we are _never_ going back there," I say, pulling out my interdimensional phone, as well as the wormhole device to check where we are.

"Ben?" Peni asks, answering on the first ring. "What's up?"

"We need you to search Universe Six-One-Six for us," I say. "There's a symbiote god or something there that can force Lexi and Jess under his control if we're there longer than two seconds."

"Oh wow," Peni says. "That's bad. Okay, sure. I'll go check."

"Thank you," I say. "We're in our next-to last universe now, so we'll be here for a while, I expect."

"Good luck," Peni says. "And don't forget to check in when it's time."

"We will," I promise. "Thank you Peni."

"No problem," she says, and hangs up.

I start the scanner searching and we all walk out into the street, looking around. We're across the road from a hotel, fortunately, so we walk over to it and I rent us a room. After a couple minutes, we get to it and I use y powers to freeze dry my clothes, setting my backpack off to the side. We're in a room with only one bed, again, because apparently two girls and a boy, all three late teens, only get hotel rooms if they're planning to have sex, and therefor only need one bed. I look over at Lexi and Jess, both of whom are visibly shaken, then climb onto the bed, pulling them both into a hug, both holding me tightly, Jess beginning to cry into my shoulder. I stroke her back comfortingly, Lexi giving her a light squeeze with the arm around her. Jess may be the older sister, but Lexi's always had a stronger will. Lexi and I have come to the conclusion that that was why Carnage chose her over Jess, despite Jess having the same abilities. Now, Jess is in a much worse condition than Lexi, and after a few minutes, I can tell Lexi's mostly recovered thanks to her worry for her sister, and is helping me comfort Jess.

"Whatever happens, we'll let this dimension's Spiderman handle it," I say.

"No," Jess says. "We'll help out if anything comes up. I'll be okay."

"Are you sure?" Lexi asks worriedly.

Jess smiles and nods. "I'll be alright now.

"Okay," I say. "You two should get some rest."

Both of them nod and I give them both a kiss before they lay down, pulling me down between them. I wrap an arm around them both, the two holding hands on my chest, lacing their fingers together before closing their eyes and quickly drifting off to sleep. I remain awake in case they have nightmares. With as shaken as they are, I expect they will, so I settle in for a long night.

* * *

Light flashes outside the window, waking me from my sleep. I carefully pull my arms back, kissing Lexi's cheek when she starts to stir, telling her to go back to sleep. Then, I walk to the window and stop, seeing the screens in Time Square showing a man with glowing blue skin and what looked like electricity racing through his skin, giving him his blue glow. I glance at the bed as Lexi and Jess push themselves up, both yawning and looking over at me.

"What is it?" Lexi asks, recognizing the look on my face.

"Looks like electricity powers," I say. "I don't think I've ever asked, but are you two immune to electricity?"

"No," Jess says. "Neither are you, though."

"No, but ice is better than direct contact," I say. "You two stay here. This dimension's Spiderman is probably there, so I'll go lend a hand. Then I'll come back here when I'm done."

Lexi nods, pushing herself up and walking over, looping her arms around my neck. "You want Ice Spider, the black one SHIELD gave you, or Sub Zero?"

"Give me the black one," I say. "Ice Spider will raise too many questions and Sub Zero would draw too much attention."

Lexi nods and envelops me for a moment before pulling back, reforming in front of me as she had been before. She gives me a quick kiss before stepping back, and I pull the mask around my neck up over my face.

"Hurry back," Lexi says.

"I will," I promise, then turn, jumping out of the window and quickly swing to the roof of a building on the edge of Time Square just in time to see the man swing his arms down at his sides, shouting for the cops to stop yelling at him to lay on the ground.

As he does, a massive pulse of blue electricity shoots outward, except, whether the electricity hits the cops or their cars around him or not, everything is thrown. I frown, watching the wave of energy fade. I'm pretty sure, if I've leaned anything from being around Peni and discussing superpowers and theories about potential abilities of other Spider People, this guy's energy blast was either coupled with electromagnetic energy, allowing him to control and throw metal objects, the energy itself had compressed the air into a shockwave, or both were happening. I see a police car about to crush a cop, but before it can, Spiderman flips over the car and catches it. I hum thoughtfully. Apparently, he's got the usual power set.

I swing down to the ground off to one side and walk forward as the cops open fire at the guy, only for their bullets to burn away into ash after getting within a few inches of him. He's got an invisible energy field around him. That'll be a problem. And he most likely will be able to channel his electricity along my ice, which means mid to long-range attacks only.

"Hello Spiderman," I say, stepping up beside him as he drops the car onto its wheels, the cop he had saved ordering everyone to hold their fire.

"Do I know you?" Spiderman asked.

"No," I say, forming an ice mallet. "But I was passing through and figured you might appreciate an extra set of superpowers lending you a hand."

"Oh that is _so_ cool!" Spiderman said. "You generate ice? That's sweet! I'm just really strong and have a good reaction time."

I shrug. "So, what's the story with this guy?"

"I dunno," Spiderman says. "Just got here. Gimme a sec." He jumps up onto the roof of the car in a crouch. "Hey Sparkles!" he raises a hand as the guy turns to him. "Hey how you doing?"

"It's you!" the guy mumbles, staring at Spiderman in awe.

"Yeah I know it's me!" Spiderman says. "Who are you?"

"You don't remember me?" the man asks, taking a step forward, his foot landing in a puddle and sending visible bolts of electricity racing through the water, then along metal grates in the road under the car.

"No, should I?" Spiderman asks, following the electricity, only to freeze as he sees it end an inch short of a set of stairs where a couple dozen people are gathered.

"I walked into the street," the man says. "The car almost hit me, you swung me up. You saved me. You said you...needed me."

"The guy...you're the guy with the blueprints," Spiderman says.

"Yes," the man nods. "Blueprints."

"Yes!" Spiderman says, dropping into a seat on the cop car, then sliding off of it, starting forward. "I remember you! Of course I remember you. you're my eyes and ears! Uh...what's yo-what's your name again?"

"How could you forget me?" the man asked.

"Oh no, I do, I know it, don't tell me," Spiderman says, turning away and raising his hands as he tries to remember.

"It's Max!" the man says.

"Is it Max?" Spiderman asks at the same time.

"Yes," Max nods.

"I'm sorry, I didn't recognize you with the...you look different," Spiderman says, just as I catch his shoulder.

"Max, I don't think you want to hurt anyone, do you?" I ask.

"No," Max says.

"Alright, well, look down at your feet," I say.

He looks and his eyes widen as he looks around at the water and metal grates surrounding him.

"Every time you touch something that conducts electricity, you leak a bit of what you've got stored up," I say. "I might be able to help, if you'll work with me."

"How?" Max asks.

"I can generate ice," I say, holding out the mallet as evidence. "Ice doesn't conduct very well, so if I make you somewhere to stand that's thick enough, you should be able to stand there without risking accidentally hurting anyone."

"Okay," he nods.

"Alright," I say, kneeling and placing my hands on the ground. "I'll make a platform under you and see if it works."

Max nods and a thin sheet of ice spreads from my hands under Max before a four foot wide, circular platform begins to rise from under him, getting about a foot and a half in the air before I stop and evaporate the rest of the ice.

"There," I say. "That should keep you from accidentally hurting anyone for a bit."

"What if it melts?" Max asks. "The water will conduct electricity along the surface."

"Oh, my ice only melts if I let it," I say. "Otherwise, it stays perfectly solid."

"Okay," Max nods.

"Now that you're safe," Spiderman says. "What's going on Max? What happened to you?"

"I don't know what's happening to me," Max says, looking down at his hands as electricity sparked from his skin. "There's power, but I got so much...so much anger."

"I can see that," Spiderman says. "I can see you don't wanna be here, I can see you're scared, I can see you're confused. I can see you don't want them shooting you."

"I don't want them shooting me anymore," Max says, pointing back at the cops.

"You guys, this is my buddy Max, I told you about Max," Spiderman says. "No one shoots at Max!"

"Max," I say. "How did this start?"

"I...I don't know," Max says. "I was...I was fixing a power leakage and I got shocked. I fell into a tank filled with electric eels, and then...I remember waking up like this."

I glance at Spiderman, who sucks in a slow breath. That would have been fatal, and yet, here he is, with a brand new electricity control power to boot.

"It's going to be okay, Max," Spiderman says. "We're gonna figure this out."

"I just...I just wanted everyone to see me," Max says.

"How about you come with me and my friend here," Spiderman says, gesturing at me. "We'll go somewhere and we'll talk, away from all these people, okay?"

"Yeah," Max nods. "Yeah that sounds-"

He slips suddenly and I swear as he lands in a puddle. Lightning arcs out of his hands instantly and he shouts in pain as it does. Then, a sniper on one of the buildings takes a shot, the bullet hitting his shoulder but burning away before it could hurt him.

"No!" Spiderman shouts. "No stop!"

Max shouts in anger, shoving himself up and shoving his hands toward the building, twin lightning bolts flashing from his hand and blasting the building. Spiderman attaches a web to Max's hand, yanking it to stop him attacking the sniper, except that the electricity shoots along his webbing and blasts him, launching him backward into a cop car.

"Max, stop!" I snap. "We're trying to help you! If you attack anyone else, we'll have to stop you!"

The screen above where Max had blasted suddenly breaks free and falls, Spiderman shoving himself up and using webbing from his other hand's webshooter to pull the only cop in the way of its fall out of danger, allowing the screen to shatter on the ground. The crowd that's been watching from off to the side cheers, but the three of us ignore them.

"Max, we just want to help," I say. "That cop got a little jumpy, and I'm sorry. But me and Spiderman, we can still help you, if you'll let us."

Max looks around as the remaining screens all change from an image of Max to an image of Spiderman. People began to shout and jeer at Max, calling him a stupid freak, and telling him to get lost, others chanting "Spidey" over and over.

"Don't listen to them, Max!" I say. "We can help you!"

"Shut up!" Max shouts suddenly, beginning to breathe faster as he slowly turns, looking around, finally stopping on a video of Spiderman. "You're so selfish."

"Stay with me Max!" Spiderman says.

"You set me up!" Max growls.

"No, I didn't set you up!" Spiderman says.

"You lied to me!" Max shouts.

"No, I'm trying to help you!" Spiderman says. "Let me help you!"

Max shouts in rage, kneeling and slamming his hands into a metal grate, sending electricity flying through the trail of grates at Spiderman. Spiderman flips backward, doing a handspring off the cop car just before the electricity hits it and flips it into the air after Spiderman. Electricity shoots past Spiderman, charging the metal railings of the stairs with a fatal current. Spiderman uses webbing to catch the cop car, sticking the web netting between two buildings, then flips backward over the stairs, yanking two people's hands away from the railing a split second before the rest of the electricity can reach them and kill them, then lands at the top of the stairs as the entire railing lights up with electricity. At the same moment, I slam my ice mallet into the ground, ice erupting from the puddle Max is standing in, encasing his body up to his shoulders in ice and lifting him four feet into the air.

"I'm sorry, Max," I say. "You didn't leave me a choice."

"It's my birthday," Max snarls. "Now its time for me to light my candles!"

Electricity explodes off of him, shattering my ice instantly before a blast of electricity flies at me and another at Spiderman. We both avoid them, and Max turns to continue to fire at Spiderman, who rips a fire hydrant off the ground with webbing and swings it around at Max. Max leans back out of the way, then launches another bolt of lightning at Spiderman just as I throw a rod made of ice at him. The electric field around him intensifies in order to shatter the ice, but at the same time as his lightning hits Spiderman and launches him into a bus stop, the fire hydrant hits Max, launching him into one of the giant screens.

"Everyone get the hell out of here!" I shout. "Now!"

Already most of the people are running, but those who are still here finally turn and flee, except for a blonde girl that I assume knows Spiderman. Before her presence can become a problem, however, Jess and Lexi run over, both wearing tight black bodysuits and masks like mine, now, Jess grabbing the blonde by the hand and turning to run.

"No!" the blonde says. "I'll be fine!"

"Trust me, my friend with the ice has it handled!" Jess says. "Spiderman's going to be fine! Now let's go!"

Lexi sprints over to me and stops beside me, turning to Max as Spiderman staggers over to stand beside us.

"Your friend have ice powers too?" Spiderman asks.

"Actually, she's a shapeshifter," I say. "She can use it to mimic physical powers, like strength, jumping. She can copy your webbing too."

"Oh that's so cool!" Spiderman says. "We should talk after this."

"Oh that, we can agree," I say as Max finally stirs, grabbing two broken wires hanging beside him. "Oh fuck."

He holds them to his chest and they begin to spark and snap loudly, and his blue glow intensifies as he roars. Then, all power goes out anywhere near them. For a heartbeat, everything's dark. Then, a wave of blue electricity explodes out of Max, shattering the massive screens and breaking them all free of their buildings. I slam my hands into the ground and ice erupts from the ground under each, catching them and freezing them in place. Max pushes himself out of the crater he'd formed in the building and begins to float. He holds his hands out and fires a pair of lightning bolts at the fleeing civilians, only for a wall of ice to block it, the electricity arcing outward across the ice's surface but dying out before reaching the ground.

"You!" Max snarls, turning to me. "You made me stand still for the sniper!"

"I kept you from accidentally frying dozens of innocent people!" I correct him. "I was going to make you a safe path out so we could get you somewhere safe, for you and everyone else! But come to find out, ice tends to be slippery! I guess that dumbass cop didn't get the memo!"

"You set me up with that cop!" Max shouts.

"No, Max," I say. "I didn't set you up with that cop. But I did set you up this time."

Max's eyes widen just before a massive spray of water slams into him, knocking him out of the air and onto the ground before Spiderman shuts off the fire hose he's holding.

"Alright, that's enough," Spiderman says. "Alright, Mike." He holds his hand over his shoulder with his palm facing backward to give one of the firefighters a high five. "Big John." He gives that one a high five too. "Nice work, fellas. It was a pleasure doing business with you." He swings the hose in a circle twice before catching the nozzle."

I kneel, freezing the water on the ground and encasing Max in ice, again leaving his head exposed. Then, as the police begin to walk forward to arrest him, I let the ice evaporate all at once, dropping him onto his head hard enough to knock him out. After a moment, Jess returns with the blonde, Jess walking over to me and Lexi.

"Glad we didn't really have to fight," I say. "You would definitely not have been doing anything."

"Maybe," Lexi says noncommittally.

"So, who's the blonde, anyway?" I ask.

"Gwen Stacy," Jess says.

"Should have guessed," I sigh. "Come on. I want to go back to sleep before we have to answer questions. Lexi and Jess both nod and we leave quickly, getting into an abandoned back alley before we all swing up to the roof and quickly head back to out hotel, sneaking back inside and heading back to bed.

* * *

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	19. Chapter 19

I do not own Spider Man or any of the characters.

* * *

Blown Fuse

I walk into the room only to stop short, keeping the door open a hair as I hear Jess crying and Lexi comforting her. I want to go to her, to comfort her, but something holds me back. It's not that I'm afraid. Lexi and I have already come to an agreement on how we feel and what we both want. Instead, it's more like I want to hear what they have to say.

"Sis...you don't need to be ashamed," Lexi says. "After everything that's happened, it's natural that you'd feel that way about him. It's alright. It's-"

"I know, Lexi," Jess says kindly, sounding tired, and I can hear the strained smile in her wavering tone. "I know. Not everything works out well, and nothing is as simple as we'd like it to be. I..." She pauses to choose her words and I find myself holding my breath. "I don't know what I'll choose. I don't know if I can..." she took a slow breath. "Whatever happens, I just want you to know that...no matter what I choose, no matter what happens, I will never betray you. I will never..." her voice wavers and she pauses to regain control of herself. "I will never get in your way. It was fun, and I won't pretend I didn't enjoy it, or that I don't...but...if you want it to end, than all you have t d is say the word, and I'll get out of the way." As she finishes speaking, her voice is trembling badly.

"I don't want it to end," Lexi says tenderly. "Yu know I feel the same as you, so...after his is over, if you want to continue, then we will be there waiting for you. Promise, no matter what happens, you will always be welcome with us. And if you ask, I know that Ben will say the same."

I hear Jess let out sob and the bed shifts as Lexi pulls her into a hug.

"I love you," Jess chokes out.

"I love you too," Lexi says.

I wait a couple more seconds before closing the door and walking into the room. I sit down on Jess's other side, wrapping my arms around her and Lexi nods to me, telling me I was right to wait and make it seem like I didn't hear, even though I knew she knew I was there the moment I stepped into the room. Jess continues to cry for a long while before pulling away and giving each of us a kiss, then lays down, still wrapped in our arms. I take one arm back to take my sleeping pill for the night before giving Lexi a kiss and settling in to sleep.

* * *

I pull my mask on, the HUD lighting up instantly.

"I am detecting a huge power surge at the power plant," Karen reports as I watch a tiny spot of light that electricity is flowing into, Karen pulling up a window of telescoped vision, showing a humanoid silhouette at the center. "He's absorbing all the power in the city."

"Dammit Max," I sigh. I look back at Lexi and Jess, who both form their spider suits, Jess letting her clothes fall to the floor. "Let's go."

Both nod and I slide the balcony door open, all three of us leaping off the balcony and beginning to swing away from the hotel instantly. As we make our way toward the power plant, lightning bolts begin to flash off of a huge, round building ahead of us, Max's face appearing on the windows facing us.

"You changed your suit, Spiderman," Max says. "Dressing up for the occasion? It's time we settled this."

Suddenly, my Spider Sense begins to scream and I hold both arms backward, the two symbiotes each merging with an arm, enveloping me together and both sinking into my body, leaving me in my normal suit for now as I use a strand of ice webbing to evade Max as he flashes from the building at me. Then, I flip around, chasing after him, avoiding several attempted punches from Max thanks to my Spider Sense working overtime, and avoiding the trails of electricity Max is leaving. Finally, I flip, landing on top of a clocktower overlooking the power grid just as Peter lands beside me, both of us standing on the glass dome of the clock tower.

"Here," Peter says, handing me a pair of rubber gloves and shoes. "They're neoprene. They should protect you when you hit him."

"Thanks," I say as Max forms before us.

"Oh, so then you're that other one," Max says. "Ben. You're _another_ Spiderman. Well, you're too late. Both of you. I designed this power grid. Now I'm going to take back what is rightfully mine."

"Can't let you do that, Max," I say. "It's not personal, but too many people in this city are depending on the power. If you take it, the hospital won't be able to keep people alive. And the traffic control at the airport won't be able to direct flights, leading to a plane crash. I can't let that happen. We're going to stop you."

"I don't think so," Max says. "I will control everything, and I...will be like a god to them."

"Don't count on it," I say. "Humans don't worship psychopaths."

"Yeah, a god named Sparkles?" Peter asks.

Max shouted in rage, firing a bolt of lightning at us and we launch ourselves over it, allowing it to blast the glass dome. I form myself a wingsuit with ice webbing along my sides from my elbows to my knees, then between my legs, streaking down at Max. He fires at me again and I roll out of the way, then instantly sublimate the wingsuit's ice, forming an ice mallet and smashing it into his chest. It shatters and the electricity that races over it stops at my gloves. Max crashes to the ground, and a moment later, Peter rips a yellow water pipe from a hydro pump off to the side open, sending water exploding across the distance and at Max.

"Not this time!" Max snarls, firing a stream of electricity to fight the water back. "Is that all you got?"

"Nope," I say, slamming my hands into the ground.

An ice fist forms from the ground below Max, streaking upward and shatters on the underside of his jaw, launching him into the air. Just as he reaches the top of his arc, Peter catches him with a pair of webbing strands and spins, swinging him at the ground, only for the impact to send out an explosion of electrical energy, blasting into both me and Peter, as well as cratering the ground. I groan, Jess and Lexi rapidly healing my concussion, keeping me conscious, if temporarily immobile, while Peter is knocked unconscious.

"That didn't work out like I was thought it would," I groan.

_"We'll be okay,"_ Lexi says inside my head.

_"We can keep you going,"_ Jess says.

"I've scanned the power grid," Karen says. "The two cables to your right need to be reconnected in order to reengage the power grid."

I turn my head, seeing the same two broken cables, each the size of my torso, that Max had been hovering between before the fight began.

"Shake it off," Peter groans, beginning to stand. "It's just your bones, your muscles, and your organs."

"Nothing important," I say, pushing myself up as well. "Those cables behind you need to be reconnected."

Peter begins to turn, only for one of the enormous pylons around the us to light up with electricity, a sound like an electric guitar screaming through the air before Max explodes down on my back, then vanishes. A moment later, electricity arcs to several more, playing a short string of notes before he appears in front of Peter, drilling an uppercut into Peter's jaw. He plays several more notes using the pylons before drilling a straight punch into Peter's face as he's standing.

"I hate this song!" Peter says just as I place it as 'The Itsy-Bitsy Spider.'

"You forgot something about this song, Max," I call out as Max plays the next few notes, the last five screaming out as he bounces Peter and me around the air. I push myself back up as Lexi envelops me. "The rain can't stop the itsy-bitsy spider. It just delays the inevitable!"

We slam our hands down and ice suddenly encases every pylon several feet thick, Max bouncing off the next pylon he tried to move to. He lands on the ground in front of us just in time for our rubber-clad foot to explode into his head, sending him bouncing away. Then, as he lands, a police car smashes through a gate off to the side, crashing into Max and sending him flying before skidding to a stop, Gwen stepping out of it as Lexi sinks back into my body.

Peter goes to talk with her while I hold out a hand, sublimating my ice and forming another mallet. Finally, Gwen runs off to get ready to reboot the system and Peter steps up beside me as Max stirs, his eyes snapping open and electricity beginning to fly off of him again.

"Here we go," I say. "Plan?"

"Overcharge the battery," Peter says softly.

"Right," I nod. "Karen, have you analyzed his attack patterns?"

"I have," Karen confirms.

"Good," I say. "Then you're going to help me out. We need to get him into place for Peter."

"Understood," Karen says, the HUD beginning to glow blue.

Then, a silhouette of Max appears in front of me, partway through a right hook and I duck to my left just as Max appears, throwing the punch too fast even for my Spider Sense to save me from. However, because of Karen's warning, my mallet shatters against Max's chest, sending him bouncing from one pylon to the next rapidly before he crashes down in front of the cables we need him at. Peter lands between the broken cables just as Max begins to stand. Before he can, I slam a punch with ice knuckles into his jaw, rocking him to the side before drilling the other fist into his gut, doubling him over. Just as I move to knock him out, he blasts me, sending me flying backward over Peter, just as Peter finishes tying several strands of webbing into a knot. Then, Max is blasting Peter with a continuous stream of electricity.

"Now, Gwen!" Peter shouts through the pain. "Do it now!"

Then, the webbing lights up gold as the power grid kicks on, the gold electricity spreading inward in a wave to the knot, now held in the stream Max is firing. Max's energy turns gold in a wave until it hits Max, Max's entire body contracting as he shouts in pain. Peter, n the other hand, is hurled backward, crashing to the ground hard.

"Karen, scan his vitals!" I say urgently, kneeling beside him.

"He's crashing," Karen says. "Prepping defibrillator. Your palms are the paddles. Place them here over his suit."

She highlights two spots on his torso, then when she gives me the cue, I place my hands down, Peter's muscles contracting for a moment before he drops to the ground, only to stabilize, stirring and groaning miserably.

"Really?" Peter asks, looking up at me. "You don't think I've had enough electricity today?"

"I can shock you again if you want," I offer.

"No, I'm good," Peter says, pushing himself up, looking over at Gwen as she walks out of the control building. "Hey, we can still make your flight!"

Just then, a high whine reaches our ears, as well as a high, semi-cackling laugh.

"Gwen stay there," Peter says.

"Green Goblin," I growl..

"Who?" Peter asks, just as this universe's Goblin flies into view. His armor is roughly designed, his glider is thinner and has fin-like curves of metal extending from the bottom around the propulsion systems, and his body is a sickly white with green veins spiderwebbing through it, thin, pale, brown hair sticking up and back from his head, his hairline receding despite his young-looking, if unhealthy, face. There are a pair of metal spike-like metal implants around his ears, and his teeth are a rotten green. The Goblin grins at Peter for a moment before looking between him and Gwen several times before laughing for a moment and running his tongue over his teeth.

"Peter," he hisses. "When you said _Spiderman_ said no, you mean _you_...said...no!"

"Harry, what did you do?" Peter asks.

"What you made me do," Harry says. "You were my friend, and you betrayed me!"

"No," Peter says, still trying to calm Harry. "I was trying to protect you."

Harry laughs. "Look at me!"

"Hey, it's going to be okay, this is gonna be alright," Peter lies.

"You don't give me hope," Harry says. "You take it away."

"No, Harry," Peter says, stepping forward.

"Now, I'm gonna take away yours," Harry hisses.

I lunge instantly, forming an ice spear and stabbing at him, only for him to use his glider to bat it aside before taking off at Gwen in a blurred streak.

"Gwen!" Peter shouts as Harry grabs her, Gwen screaming in fear. "Harry! Harry put her down!"

As he's swinging after Harry, I look around for a moment before forming an ice web in Harry's path, only for him to flip streaking past Peter and allowing Peter to hit the web, only for it to shatter, allowing him t instantly swing around a pylon and streak after Harry again. The chase quickly heads up the tower where Harry begins to circle, cackling as Peter fails to catch his glider over and over. Finally, he stops to hover directly over the dome.

"Harry, stop this right now!" Peter pleads. "This is not you, Harry! This is-This is not you! Put her down!"

"Harry!" Gwen says sternly as I swing up to land beside Peter.

"Harry is dead!" Harry snarls.

"Harry this is between you and me!" Peter shouts. "You wanna fight, fight me! Let her go!"

"Okay," Harry says, voice trembling and weak, then drops Gwen.

"No!" Peter shouts, leaping up too catch her, only to smash down through the dome with her just as Harry flies down, smashing into me with his glider and hurling me away.

A moment later, he tosses a small orange bomb into the shattered dome and Gwen screams when it goes off. I move to slingshot myself back up just as Karen reports that the entire clock tower's inner workings are collapsing. I swear, launching myself at the building's front door instead. I explode through it and look up, seeing Gwen rapidly streaking down toward us, a strand of webbing chasing her.

"Jess!" I shout, swiping my left hand and sending Jess flying through the air to Gwen.

Jess hits at the same time as the webbing and in the blink of an eye it's over. Peter manages to catch a bar and the webbing snaps taught, stopping Gwen, only for her upper body above her stomach to whip downward, her head and shoulders smacking loudly off the ground. Ben drops next to her and for sever, horrible seconds, nothing happens. Then, Gwen gasps, looking around wildly just before Jess envelops her.

"She's compatible," Jess says, Peter staggering backward in surprise and confusion. "She'll be alright, Peter. I just need a few minutes to heal her and she'll be fine."

"What...what are you?" Peter asks.

"We're called symbiotes," Lexi says, just finishing separating from me. "We're a type of alien that normally has to bond with a host to survive your atmosphere, but my sister and I," she gestures at Jess, "are the Queens of the race, and are able to survive without hosts."

"And...And Gwen...is she..." Peter trails off.

"She'll be just fine," Jess assures him. "Bonding with a symbiote gives the host a massively enhanced healing factor, among other abilities. However, normally, it also kills the host within a few days, since humans can't sustain a symbiote without burning out. There are a select few, however, like Gwen and Ben, who are compatible, meaning that they won't burn out no matter what and can bond with a symbiote safely."

"I see," Peter nods.

"And aside from Lexi and Jess, all other symbiotes you ever meet, if any, assume they're evil," I say. "Lexi and Jess are one different, but almost all symbiotes just want to eat, grow kill, and eat some more."

Peter nods. Finally, after a few moments of silence, Jess separates from Gwen, and Gwen groans, looking over at Peter, who lets out a heavy, trembling exhale, and kisses her.

Just then, my watch beeps and I sigh, glancing at the girls, who both sigh knowingly.

"Time for us to go," I say. "Take care of him, Gwen."

"Always," Gwen nods. "Thank you. You saved my life."

Jess smiles and nods, hugging Gwen tightly before returning to me and Lexi, the three of us leaving for our hotel room, grabbing our things before heading for the last universe on our list.

* * *

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